THE COMPANY ON THE ONE HAND AND OF THE LIABLE SELLING HOLDERS
(INCLUDING, IN EACH CASE, THAT OF THEIR RESPECTIVE OFFICERS, DIRECTORS,
EMPLOYEES AND AGENTS) ON THE OTHER SHALL BE DETERMINED BY REFERENCE TO, AMONG
OTHER THINGS, WHETHER THE UNTRUE OR ALLEGED UNTRUE STATEMENT OF A MATERIAL FACT
OR THE OMISSION OR ALLEGED OMISSION TO STATE A MATERIAL FACT RELATES TO
INFORMATION SUPPLIED BY THE COMPANY, ON THE ONE HAND, OR BY OR ON BEHALF OF THE
SELLING HOLDERS, ON THE OTHER, AND THE PARTIES' RELATIVE INTENT, KNOWLEDGE,
ACCESS TO
26
INFORMATION AND OPPORTUNITY TO CORRECT OR PREVENT SUCH STATEMENT OR OMISSION.
THE AMOUNT PAID OR PAYABLE BY A PARTY AS A RESULT OF THE LOSSES, LIABILITIES,
CLAIMS, DAMAGES, JUDGMENTS AND EXPENSES REFERRED TO ABOVE SHALL BE DEEMED TO
INCLUDE, SUBJECT TO THE LIMITATIONS SET FORTH IN PARAGRAPH (VI) OF THIS
SECTION 6(G), ANY LEGAL OR OTHER FEES OR EXPENSES REASONABLY INCURRED BY SUCH
PARTY IN CONNECTION WITH INVESTIGATING OR DEFENDING ANY ACTION OR CLAIM.
(VI)
THE COMPANY AND EACH HOLDER OF REGISTRABLE
STOCK AGREE THAT IT WOULD NOT BE JUST AND EQUITABLE IF CONTRIBUTION PURSUANT TO
THIS PARAGRAPH (VI) WERE DETERMINED BY PRO RATA ALLOCATION OR BY ANY OTHER
METHOD OF ALLOCATION WHICH DOES NOT TAKE ACCOUNT OF THE EQUITABLE CONSIDERATIONS
REFERRED TO IN PARAGRAPH (V) ABOVE.
NOTWITHSTANDING THE PROVISIONS OF THIS
PARAGRAPH (VI), IN THE CASE OF DISTRIBUTIONS TO THE PUBLIC, AN INDEMNIFYING
HOLDER SHALL NOT BE REQUIRED TO CONTRIBUTE ANY AMOUNT IN EXCESS OF THE AMOUNT BY
WHICH (A) THE TOTAL PRICE AT WHICH THE REGISTRABLE STOCK SOLD BY SUCH
INDEMNIFYING HOLDER AND ITS AFFILIATED INDEMNIFYING HOLDERS AND DISTRIBUTED TO
THE PUBLIC WERE OFFERED TO THE PUBLIC EXCEEDS (B) THE AMOUNT OF ANY DAMAGES
WHICH SUCH INDEMNIFYING HOLDER HAS OTHERWISE BEEN REQUIRED TO PAY BY REASON OF
SUCH UNTRUE OR ALLEGED UNTRUE STATEMENT OR OMISSION OR ALLEGED OMISSION.
NO
PERSON GUILTY OF FRAUDULENT MISREPRESENTATION (WITHIN THE MEANING OF
SECTION 11(F) OF THE SECURITIES ACT) SHALL BE ENTITLED TO CONTRIBUTION FROM ANY
PERSON WHO WAS NOT GUILTY OF SUCH FRAUDULENT MISREPRESENTATION.
(H)
RULE 144. THE COMPANY COVENANTS THAT IT WILL USE
COMMERCIALLY REASONABLE EFFORTS TO FILE THE REPORTS REQUIRED TO BE FILED BY IT
UNDER THE SECURITIES ACT AND THE EXCHANGE ACT, AND THE RULES AND REGULATIONS
ADOPTED BY THE COMMISSION THEREUNDER. UPON THE REQUEST OF ANY INVESTOR, THE
COMPANY WILL DELIVER TO SUCH INVESTOR A WRITTEN STATEMENT AS TO WHETHER IT HAS
COMPLIED WITH SUCH REQUIREMENTS.
(I)
TERMINATION OF REGISTRATION RIGHTS.
EACH
INVESTOR'S ENTITLEMENT TO REGISTRATION RIGHTS PURSUANT TO THIS SECTION 6 SHALL
EXPIRE AS TO ANY SHARE OF STOCK UPON (A) SUCH SHARE OF STOCK CEASING TO BE
SUBJECT TO THIS AGREEMENT, (B) THE SALE OF SUCH SHARE OF STOCK PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT, (C) THE SALE OF SUCH SHARE OF STOCK PURSUANT
TO RULE 144, OR (D) THE DATE UPON WHICH SUCH SHARE OF STOCK HAS BEEN TRANSFERRED
AND, IN CONNECTION THEREWITH, AN UNLEGENDED STOCK CERTIFICATE FOR SUCH SHARE HAS
BEEN ISSUED