ANY PROSPECTUS; 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, IN LIGHT OF THE CIRCUMSTANCES UNDER
WHICH THEY WERE MADE, NOT MISLEADING; PROVIDED, HOWEVER, THAT THE COMPANY SHALL
NOT BE LIABLE TO SUCH INDEMNITEE OR ANY PERSON WHO PARTICIPATES AS AN
UNDERWRITER IN THE OFFERING OR SALE OF REGISTRABLE SECURITIES OR ANY OTHER
PERSON, IF ANY, WHO CONTROLS SUCH UNDERWRITER WITHIN THE MEANING OF THE
SECURITIES ACT, IN ANY SUCH CASE TO THE EXTENT THAT ANY SUCH LOSS, CLAIM,
DAMAGE, LIABILITY (OR ACTION OR PROCEEDING IN RESPECT THEREOF) OR EXPENSE ARISES
OUT OF OR IS BASED UPON (A) AN UNTRUE STATEMENT (OR ALLEGED UNTRUE STATEMENT) OR
OMISSION (OR ALLEGED OMISSION) MADE IN SUCH REGISTRATION STATEMENT OR IN ANY
SUCH PROSPECTUS IN RELIANCE UPON AND IN CONFORMITY WITH INFORMATION REGARDING
SUCH INDEMNITEE OR ITS PLAN OF DISTRIBUTION OR OWNERSHIP INTERESTS WHICH WAS
FURNISHED IN WRITING TO THE COMPANY FOR USE IN CONNECTION WITH SUCH REGISTRATION
STATEMENT OR THE PROSPECTUS CONTAINED THEREIN BY SUCH INDEMNITEE, (B) ANY
HOLDER'S FAILURE TO SEND OR GIVE A COPY OF THE FINAL, AMENDED OR SUPPLEMENTED
PROSPECTUS FURNISHED TO THE HOLDERS BY THE COMPANY AT OR PRIOR TO THE TIME SUCH
ACTION IS REQUIRED BY THE SECURITIES ACT TO THE PERSON CLAIMING AN UNTRUE
STATEMENT OR ALLEGED UNTRUE STATEMENT OR OMISSION OR ALLEGED OMISSION IF SUCH
STATEMENT OR OMISSION WAS CORRECTED IN SUCH FINAL, AMENDED OR SUPPLEMENTED
PROSPECTUS, OR (C) AN UNTRUE STATEMENT OR ALLEGED UNTRUE STATEMENT CONTAINED IN
ANY OFFER MADE BY A HOLDER RELATING TO THE REGISTRABLE SECURITIES THAT
CONSTITUTES A "FREE WRITING PROSPECTUS" AS DEFINED IN RULE 405 OF THE SECURITIES
ACT.
7
8.
COVENANTS OF THE HOLDER.
EACH OF THE HOLDERS HEREBY AGREES (I) TO
COOPERATE WITH THE COMPANY AND TO FURNISH TO THE COMPANY THE INFORMATION
CONCERNING SUCH HOLDER, ITS PLAN OF DISTRIBUTION AND ITS OWNERSHIP INTERESTS IN
SECURITIES OF THE COMPANY IN CONNECTION WITH THE PREPARATION OF A REGISTRATION
STATEMENT OR PROSPECTUS WITH RESPECT TO SUCH HOLDER'S REGISTRABLE SECURITIES AND
ANY FILINGS WITH ANY STATE SECURITIES COMMISSIONS AS THE COMPANY MAY REASONABLY
REQUEST (AND TO PROMPTLY NOTIFY THE COMPANY OF ANY MATERIAL CHANGES IN SUCH
INFORMATION SET FORTH IN A REGISTRATION STATEMENT PRIOR TO AND DURING THE
EFFECTIVENESS OF SUCH REGISTRATION STATEMENT), (II) THAT IT WILL NOT MAKE ANY
OFFER RELATING TO THE REGISTRABLE SECURITIES THAT WOULD CONSTITUTE A "FREE
WRITING PROSPECTUS" AS DEFINED IN RULE 405 UNDER THE SECURITIES ACT, AND
(III) TO INDEMNIFY THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS,
REPRESENTATIVES AND AFFILIATES, AND EACH PERSON, IF ANY, WHO CONTROLS THE
COMPANY WITHIN THE MEANING OF THE SECURITIES ACT, AND EACH OTHER PERSON OR
ENTITY, IF ANY, SUBJECT TO LIABILITY BECAUSE OF HIS, HER OR ITS CONNECTION WITH
THE COMPANY, AGAINST ANY AND ALL LOSSES, CLAIMS, DAMAGES, ACTIONS, LIABILITIES,
COSTS AND EXPENSES ARISING OUT OF OR BASED UPON (A) ANY UNTRUE STATEMENT OR
ALLEGED UNTRUE STATEMENT OF MATERIAL FACT CONTAINED IN