OR ALLEGED UNTRUE STATEMENT OF A MATERIAL FACT OR OMISSION
OR ALLEGED OMISSION TO STATE A MATERIAL FACT, HAS BEEN MADE BY, OR RELATES TO
INFORMATION SUPPLIED BY, SUCH INDEMNIFYING PARTY OR INDEMNIFIED PARTY, AND THE
PARTIES' RELATIVE INTENT, KNOWLEDGE, ACCESS TO INFORMATION AND OPPORTUNITY TO
CORRECT OR PREVENT SUCH ACTION.
THE AMOUNT PAID OR PAYABLE BY A PARTY AS A
RESULT OF THE LOSSES REFERRED TO ABOVE SHALL BE DEEMED TO INCLUDE, SUBJECT TO
THE LIMITATIONS SET FORTH IN
10
SECTIONS 7(A), 7(B), 7(C) AND 7(D), ANY LEGAL OR OTHER FEES, CHARGES OR EXPENSES
REASONABLY INCURRED BY SUCH PARTY IN CONNECTION WITH ANY INVESTIGATION OR
PROCEEDING.
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.
The parties hereto
agree that it would not be just and equitable if contribution pursuant to this
Section 7(e) 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 the immediately preceding paragraph.
(F)
THE INDEMNITY AND CONTRIBUTION AGREEMENTS CONTAINED IN THIS
SECTION 7 ARE IN ADDITION TO ANY LIABILITY THAT ANY INDEMNIFYING PARTY MAY HAVE
TO ANY INDEMNIFIED PARTY.
8.
REPORTS UNDER THE EXCHANGE ACT.
WITH A VIEW TO MAKING AVAILABLE
TO THE INVESTORS THE BENEFITS OF RULE 144 AND ANY OTHER RULE OR REGULATION OF
THE SEC THAT MAY AT ANY TIME PERMIT THE INVESTORS TO SELL THE REGISTRABLE SHARES
TO THE PUBLIC WITHOUT REGISTRATION, THE COMPANY AGREES TO USE COMMERCIALLY
REASONABLE EFFORTS TO: (I) MAKE AND KEEP PUBLIC INFORMATION AVAILABLE, AS THOSE
TERMS ARE UNDERSTOOD AND DEFINED IN RULE 144, (II) FILE WITH THE SEC IN A TIMELY
MANNER ALL REPORTS AND OTHER DOCUMENTS REQUIRED TO BE FILED BY AN ISSUER OF
SECURITIES REGISTERED UNDER THE SECURITIES ACT OR THE EXCHANGE ACT; (III) AS
LONG AS ANY INVESTOR OWNS ANY REGISTRABLE SHARES, TO FURNISH IN WRITING UPON AN
INVESTOR'S REQUEST IN WRITING TO THE COMPANY A WRITTEN STATEMENT BY THE COMPANY
THAT IT HAS COMPLIED WITH THE REPORTING REQUIREMENTS OF RULE 144 AND OF THE
SECURITIES ACT AND THE EXCHANGE ACT, AND TO FURNISH TO SUCH INVESTOR A COPY OF
THE MOST RECENT ANNUAL AND QUARTERLY REPORTS OF THE COMPANY, AND SUCH OTHER
REPORTS AND DOCUMENTS SO FILED BY THE COMPANY AS MAY BE REASONABLY REQUESTED IN
WRITING TO THE COMPANY BY THE INVESTOR IN AVAILING SUCH INVESTOR OF ANY RULE OR
REGULATION OF THE SEC PERMITTING THE SELLING OF ANY SUCH REGISTRABLE SHARES
WITHOUT REGISTRATION, AND (IV) UNDERTAKE ANY ADDITIONAL ACTIONS REASONABLY
NECESSARY TO MAINTAIN THE AVAILABILITY OF A REGISTRATION STATEMENT, INCLUDING
ANY SUCCESSOR OR SUBSTITUTE FORMS, OR THE USE OF RULE 144.
9.
TRANSFER OF REGISTRATION RIGHTS.
EACH INVESTOR MAY ASSIGN OR
TRANSFER ANY OR ALL OF ITS RIGHTS UNDER THIS AGREEMENT TO ANY PERSON TO THE
EXTENT A TRANSFER OF THE REGISTRABLE SHARES IS PERMITTED UNDER THE SECURITIES
PURCHASE