the action taken by Company.
5.
EXPENSES.
ALL EXPENSES INCURRED IN
COMPLYING WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ALL REGISTRATION
AND FILING FEES (INCLUDING ALL EXPENSES INCIDENT TO FILING WITH THE NASD),
PRINTING EXPENSES, FEES AND DISBURSEMENTS OF COUNSEL FOR COMPANY, EXPENSES OF
ANY SPECIAL AUDITS INCIDENT TO OR REQUIRED BY ANY SUCH REGISTRATION AND EXPENSES
OF COMPLYING WITH THE SECURITIES OR BLUE SKY LAWS OF ANY JURISDICTION PURSUANT
TO SECTION 4(D), SHALL BE PAID BY COMPANY, EXCEPT THAT:
(A)
ALL SUCH EXPENSES IN CONNECTION WITH ANY
AMENDMENT OR SUPPLEMENT TO A REGISTRATION STATEMENT OR PROSPECTUS REQUIRED TO BE
FILED PURSUANT TO SECTION 3 WHICH IS FILED MORE THAN ONE YEAR AFTER THE
EFFECTIVE DATE OF SUCH REGISTRATION STATEMENT BECAUSE ANY HOLDER HAS NOT
EFFECTED THE DISPOSITION OF THE SECURITIES REQUESTED TO BE REGISTERED SHALL BE
PAID BY SUCH HOLDER; AND
(B)
COMPANY SHALL NOT BE LIABLE FOR ANY FEES,
DISCOUNTS OR COMMISSIONS TO ANY UNDERWRITER OR ANY FEES OR DISBURSEMENTS OF
COUNSEL FOR ANY UNDERWRITER IN RESPECT OF THE SECURITIES SOLD BY SUCH HOLDER.
6.
INDEMNIFICATION AND CONTRIBUTION.
(A)
IN THE EVENT OF ANY REGISTRATION OF ANY
REGISTRABLE SECURITIES UNDER THE SECURITIES ACT PURSUANT TO THIS AGREEMENT,
COMPANY SHALL INDEMNIFY AND HOLD HARMLESS THE HOLDER OF SUCH REGISTRABLE
SECURITIES, SUCH HOLDER'S DIRECTORS AND OFFICERS, AND EACH OTHER PERSON
(INCLUDING EACH UNDERWRITER) WHO PARTICIPATED IN THE OFFERING OF SUCH
REGISTRABLE SECURITIES AND EACH OTHER PERSON, IF ANY, WHO CONTROLS SUCH HOLDER
OR SUCH PARTICIPATING PERSON WITHIN THE MEANING OF THE SECURITIES ACT, AGAINST
ANY LOSSES, CLAIMS, DAMAGES OR LIABILITIES, JOINT OR SEVERAL, TO WHICH SUCH
HOLDER OR ANY SUCH
DIRECTOR OR OFFICER OR PARTICIPATING PERSON OR CONTROLLING PERSON MAY BECOME
SUBJECT UNDER THE SECURITIES ACT OR ANY OTHER STATUTE OR AT COMMON LAW, INSOFAR
AS SUCH LOSSES, CLAIMS, DAMAGES OR LIABILITIES (OR ACTIONS IN RESPECT THEREOF)
ARISE OUT OF OR ARE BASED UPON (I) ANY ALLEGED UNTRUE STATEMENT OF ANY MATERIAL
FACT CONTAINED, ON THE EFFECTIVE DATE THEREOF, IN ANY REGISTRATION STATEMENT
UNDER WHICH SUCH SECURITIES WERE REGISTERED UNDER THE SECURITIES ACT, ANY
PRELIMINARY PROSPECTUS OR FINAL PROSPECTUS CONTAINED THEREIN, OR ANY AMENDMENT
OR SUPPLEMENT THERETO, OR (II) ANY ALLEGED OMISSION TO STATE THEREIN A MATERIAL
FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN
NOT MISLEADING, AND SHALL REIMBURSE SUCH HOLDER OR SUCH DIRECTOR, OFFICER OR
PARTICIPATING PERSON OR CONTROLLING PERSON FOR ANY LEGAL OR ANY OTHER EXPENSES
REASONABLY INCURRED BY SUCH HOLDER OR SUCH DIRECTOR, OFFICER OR PARTICIPATING
PERSON OR CONTROLLING PERSON IN CONNECTION WITH INVESTIGATING OR DEFENDING ANY
SUCH LOSS, CLAIM, DAMAGE, LIABILITY OR ACTION; PROVIDED, HOWEVER, THAT COMPANY
SHALL NOT BE LIABLE IN ANY SUCH CASE TO THE EXTENT THAT ANY SUCH LOSS, CLAIM,
DAMAGE OR LIABILITY ARISES OUT OF OR IS BASED UPON ANY ACTUAL OR ALLEGED UNTRUE
STATEMENT OR ACTUAL OR ALLEGED OMISSION MADE IN SUCH REGISTRATION STATEMENT,
PRELIMINARY PROSPECTUS, PROSPECTUS OR AMENDMENT OR SUPPLEMENT IN RELIANCE UPON
AND IN CONFORMITY WITH WRITTEN INFORMATION FURNISHED TO COMPANY BY SUCH