(I) THE SALE OF COMMON STOCK
PURSUANT TO ANY SUCH REGISTRATION STATEMENT FILED IN ACCORDANCE WITH SECTION 8.1
OR SECTION 8.2 HEREOF; (II) TRANSACTIONS RELATING TO SHARES OF COMMON STOCK OR
OTHER SECURITIES ACQUIRED IN OPEN MARKET TRANSACTIONS; OR (III) THE EXERCISE,
CONVERSION OR EXCHANGE OF WARRANTS OR CONVERSIONS OF SHARES OF COMMON STOCK INTO
OTHER CLASSES OF COMMON STOCK WITHOUT CHANGE OF HOLDER.
22
8.3.5.
FUTURE REGISTRATION RIGHTS.
IF, AFTER THE DATE HEREOF, THE COMPANY
ENTERS INTO AN AGREEMENT OR OTHER COMMITMENT WITH ANY OTHER PERSON THAT HAS THE
EFFECT OF ESTABLISHING REGISTRATION RIGHTS WITH RESPECT TO THE COMPANY'S CAPITAL
STOCK THE TERMS OF WHICH ARE MORE FAVORABLE, TAKEN AS A WHOLE, TO SUCH PERSON
THAN THE REGISTRATION RIGHTS ESTABLISHED IN FAVOR OF THE HOLDERS OF REGISTRABLE
SECURITIES AND WARRANTHOLDERS PURSUANT TO SECTION 8.1 OR SECTION 8.2 HEREOF,
THEN THE COMPANY WILL PROMPTLY SO NOTIFY THE SUCH HOLDERS IN WRITING, AND THE
COMPANY SHALL, WITHOUT THE NECESSITY OF ANY ACTION ON THE PART OF SUCH HOLDERS,
EXTEND THE BENEFITS OF SUCH MORE FAVORABLE TERMS TO SUCH HOLDERS AS IF SUCH
TERMS WERE CONTAINED IN THIS AGREEMENT, OR PERMIT SUCH HOLDERS TO ENTER INTO
SUCH OTHER AGREEMENT ESTABLISHING SUCH RIGHTS IN LIEU OF THIS AGREEMENT.
8.4.
INDEMNIFICATION AND CONTRIBUTION.
8.4.1.
INDEMNITIES OF THE COMPANY.
IN THE EVENT OF ANY REGISTRATION OF ANY
REGISTRABLE SECURITIES OR OTHER DEBT OR EQUITY SECURITIES OF THE COMPANY OR ANY
OF ITS SUBSIDIARIES UNDER THE SECURITIES ACT PURSUANT TO SECTION 8.1, SECTION
8.2 HEREOF OR OTHERWISE, AND IN CONNECTION WITH ANY REGISTRATION STATEMENT OR
ANY OTHER DISCLOSURE DOCUMENT PRODUCED BY OR ON BEHALF OF THE COMPANY OR ANY OF
ITS SUBSIDIARIES INCLUDING, WITHOUT LIMITATION, REPORTS REQUIRED AND OTHER
DOCUMENTS FILED UNDER THE EXCHANGE ACT, AND OTHER DOCUMENTS PURSUANT TO WHICH
ANY DEBT OR EQUITY SECURITIES OF THE COMPANY OR ANY OF ITS SUBSIDIARIES ARE SOLD
(WHETHER OR NOT FOR THE ACCOUNT OF THE COMPANY OR ITS SUBSIDIARIES), THE COMPANY
WILL, AND HEREBY DOES, AND WILL CAUSE EACH OF ITS SUBSIDIARIES, JOINTLY AND
SEVERALLY, TO INDEMNIFY AND HOLD HARMLESS EACH SELLER OF REGISTRABLE SECURITIES,
ANY PERSON WHO IS OR MIGHT BE DEEMED TO BE A CONTROLLING PERSON OF THE COMPANY
OR ANY OF ITS SUBSIDIARIES WITHIN THE MEANING OF SECTION 15 OF THE SECURITIES
ACT OR SECTION 20 OF THE EXCHANGE ACT, THEIR RESPECTIVE DIRECT AND INDIRECT
PARTNERS, ADVISORY BOARD MEMBERS, DIRECTORS, OFFICERS, TRUSTEES, MEMBERS AND
STOCKHOLDERS, AND EACH OTHER PERSON, IF ANY, WHO CONTROLS ANY SUCH SELLER OR ANY
SUCH CONTROLLING PERSON WITHIN THE MEANING OF SECTION 15 OF THE SECURITIES ACT
OR SECTION 20 OF THE EXCHANGE ACT (EACH SUCH PERSON BEING REFERRED TO HEREIN AS
A "COVERED PERSON"), AGAINST ANY LOSSES, CLAIMS, DAMAGES OR LIABILITIES (OR
ACTIONS OR PROCEEDINGS IN RESPECT THEREOF), JOINT OR SEVERAL, TO WHICH SUCH
COVERED PERSON MAY BE OR BECOME SUBJECT UNDER THE SECURITIES ACT, THE EXCHANGE
ACT, ANY OTHER SECURITIES OR OTHER LAW OF ANY JURISDICTION, THE COMMON LAW OR
OTHERWISE, INSOFAR AS SUCH LOSSES, CLAIMS, DAMAGES