OF REGISTRABLE SECURITIES AND ANY OF THE
EXPENSES INCURRED BY ANY HOLDER WHICH ARE NOT PAYABLE BY THE COMPANY, SUCH COSTS
TO BE BORNE BY SUCH HOLDER OR HOLDERS, INCLUDING, WITHOUT LIMITATION,
UNDERWRITING FEES, DISCOUNTS AND EXPENSES, IF ANY, APPLICABLE TO ANY HOLDER'S
REGISTRABLE SECURITIES; FEES AND DISBURSEMENTS OF COUNSEL OR OTHER PROFESSIONALS
THAT ANY HOLDER MAY CHOOSE TO RETAIN IN CONNECTION WITH A REGISTRATION STATEMENT
FILED PURSUANT TO THIS AGREEMENT (EXCEPT AS OTHERWISE PROVIDED HEREIN); SELLING
COMMISSIONS OR STOCK TRANSFER TAXES APPLICABLE TO THE REGISTRABLE SECURITIES
REGISTERED ON BEHALF OF ANY HOLDER; ANY OTHER EXPENSES INCURRED BY OR ON BEHALF
OF SUCH HOLDER IN CONNECTION WITH THE OFFER AND SALE OF SUCH HOLDER'S
REGISTRABLE SECURITIES OTHER THAN EXPENSES WHICH THE COMPANY IS EXPRESSLY
OBLIGATED TO PAY PURSUANT TO THIS AGREEMENT.
2.8
INDEMNIFICATION.
(A)
THE COMPANY AGREES TO INDEMNIFY AND HOLD HARMLESS, TO THE FULLEST EXTENT
PERMITTED BY LAW, PURCHASERS AND EACH UNDERWRITER, IF ANY, AND ANY PERSON WHO
CONTROLS SUCH UNDERWRITER (WITHIN THE MEANING OF SECTION 15 OF THE SECURITIES
ACT), FROM AND AGAINST ANY LOSS, CLAIM, DAMAGE, LIABILITY, REASONABLE ATTORNEY'S
FEES, COST OR EXPENSE AND COSTS AND EXPENSES OF INVESTIGATING AND DEFENDING ANY
SUCH CLAIM (COLLECTIVELY, THE "LOSSES"), JOINT OR SEVERAL, AND ANY ACTION IN
RESPECT THEREOF TO WHICH THE PURCHASERS MAY BECOME SUBJECT UNDER THE SECURITIES
ACT OR OTHERWISE, INSOFAR AS SUCH LOSSES (OR ACTIONS OR PROCEEDINGS, WHETHER
COMMENCED OR THREATENED, IN RESPECT THERETO) ARISE OUT OF OR ARE BASED UPON (I)
ANY BREACH BY THE COMPANY OF ANY OF ITS REPRESENTATIONS, WARRANTIES OR COVENANTS
CONTAINED IN THIS AGREEMENT, (II) ANY UNTRUE OR ALLEGED UNTRUE STATEMENT OF A
MATERIAL FACT CONTAINED IN ANY REGISTRATION STATEMENT, PROSPECTUS OR PRELIMINARY
OR SUMMARY PROSPECTUS OR ANY AMENDMENT OR SUPPLEMENT THERETO OR (III) ANY
OMISSION OR ALLEGED OMISSION TO STATE THEREIN A MATERIAL FACT REQUIRED TO BE
STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN NOT MISLEADING, AND
THE COMPANY SHALL REIMBURSE THE PURCHASERS FOR ANY REASONABLE LEGAL OR ANY OTHER
EXPENSES ACTUALLY INCURRED BY THEM IN CONNECTION WITH INVESTIGATING OR DEFENDING
OR PREPARING TO DEFEND AGAINST ANY SUCH LOSS, ACTION OR PROCEEDING; PROVIDED,
HOWEVER, THAT THE COMPANY SHALL NOT BE LIABLE TO THE PURCHASERS OR OTHER
INDEMNITEE IN ANY SUCH CASE TO THE EXTENT THAT ANY SUCH LOSS (OR ACTION OR
PROCEEDING, WHETHER COMMENCED OR THREATENED, IN RESPECT THEREOF) ARISES OUT OF
OR IS BASED UPON (X) AN UNTRUE STATEMENT OR ALLEGED UNTRUE STATEMENT OR OMISSION
OR ALLEGED OMISSION, MADE IN SUCH REGISTRATION STATEMENT, ANY SUCH PROSPECTUS OR
PRELIMINARY OR SUMMARY PROSPECTUS OR ANY AMENDMENT OR SUPPLEMENT THERETO, IN
RELIANCE UPON, AND IN CONFORMITY WITH, WRITTEN INFORMATION PREPARED AND
FURNISHED TO THE COMPANY BY ANY HOLDER EXPRESSLY FOR USE THEREIN AND, WITH
RESPECT TO ANY UNTRUE STATEMENT OR OMISSION OR ALLEGED UNTRUE STATEMENT OR
OMISSION MADE IN ANY PRELIMINARY PROSPECTUS RELATING TO THE REGISTRATION
STATEMENT, TO THE EXTENT THAT A PROSPECTUS RELATING TO THE REGISTRABLE
SECURITIES WAS REQUIRED TO BE DELIVERED BY SUCH HOLDER UNDER THE SECURITIES ACT
IN