HOLDER EXPRESSLY FOR USE IN THE REGISTRATION STATEMENT, SUCH
PROSPECTUS OR SUCH FORM OF PROSPECTUS OR IN ANY AMENDMENT OR SUPPLEMENT THERETO
(IT BEING UNDERSTOOD THAT THE HOLDER HAS APPROVED ANNEX A HERETO FOR THIS
PURPOSE) OR (2) IN THE CASE OF AN OCCURRENCE OF AN EVENT OF THE TYPE SPECIFIED
IN SECTION 3(C)(II) THROUGH (V), THE USE BY SUCH HOLDER OF AN OUTDATED OR
DEFECTIVE PROSPECTUS AFTER THE COMPANY HAS NOTIFIED SUCH HOLDER IN WRITING THAT
THE PROSPECTUS IS OUTDATED OR DEFECTIVE. THE COMPANY SHALL NOTIFY THE HOLDERS
PROMPTLY OF THE INSTITUTION, THREAT OR ASSERTION OF ANY PROCEEDING OF WHICH THE
COMPANY IS AWARE ARISING FROM OR IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT.
(B)
INDEMNIFICATION BY HOLDERS. EACH HOLDER SHALL, SEVERALLY AND NOT
JOINTLY, INDEMNIFY AND HOLD HARMLESS THE COMPANY, ITS DIRECTORS, OFFICERS,
AGENTS AND EMPLOYEES, EACH PERSON WHO CONTROLS THE COMPANY (WITHIN THE MEANING
OF SECTION 15 OF THE SECURITIES ACT AND SECTION 20 OF THE EXCHANGE ACT), AND THE
DIRECTORS, OFFICERS, AGENTS OR EMPLOYEES OF SUCH CONTROLLING PERSONS, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, FROM AND AGAINST ALL LOSSES TO THE
EXTENT ARISING OUT OF OR RELATING TO: (I) SUCH HOLDER'S FAILURE TO COMPLY WITH
THE PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT AFTER BEING ADVISED
BY THE COMPANY THAT IT HAS NOT SATISFIED THE CONDITIONS OF RULE 172 AND THAT
SUCH HOLDER IS, AS A CONSEQUENCE, REQUIRED TO DELIVER A PROSPECTUS IN CONNECTION
WITH ANY DISPOSITION OF REGISTRABLE SECURITIES AND HAS PROVIDED THE HOLDER WITH
A CURRENT PROSPECTUS TO BE USED IN CONNECTION WITH ANY SUCH DISPOSITIONS, (II)
AN OFFER OR SALE OF SHARES OF COMMON STOCK BY SUCH HOLDER OCCURRING DURING A
PERIOD IN WHICH SALES UNDER THE REGISTRATION STATEMENT ARE SUSPENDED AS
PERMITTED BY THIS AGREEMENT, OR (III) ANY UNTRUE STATEMENT OF A MATERIAL FACT
CONTAINED IN ANY REGISTRATION STATEMENT, ANY PROSPECTUS, OR ANY FORM OF
PROSPECTUS, OR IN ANY AMENDMENT OR SUPPLEMENT THERETO, OR ARISING OUT OF OR
RELATING TO ANY OMISSION OR ALLEGED OMISSION OF A MATERIAL FACT REQUIRED TO BE
STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN NOT MISLEADING TO THE
EXTENT, BUT ONLY TO THE EXTENT THAT, SUCH UNTRUE STATEMENTS OR OMISSIONS ARE
BASED UPON INFORMATION REGARDING SUCH HOLDER FURNISHED IN WRITING TO THE COMPANY
BY SUCH HOLDER EXPRESSLY FOR USE THEREIN, OR TO THE EXTENT THAT SUCH INFORMATION
RELATES TO SUCH HOLDER OR SUCH HOLDER'S PROPOSED METHOD OF DISTRIBUTION OF
REGISTRABLE SECURITIES AND WAS REVIEWED AND EXPRESSLY APPROVED IN WRITING BY
SUCH HOLDER EXPRESSLY FOR USE IN THE REGISTRATION STATEMENT (IT BEING UNDERSTOOD
THAT THE HOLDER HAS APPROVED ANNEX A HERETO FOR THIS PURPOSE). IN NO EVENT SHALL
THE LIABILITY OF ANY SELLING HOLDER HEREUNDER BE GREATER IN AMOUNT THAN THE
DOLLAR AMOUNT OF THE NET PROCEEDS RECEIVED BY SUCH HOLDER UPON THE SALE OF THE
REGISTRABLE SECURITIES GIVING RISE TO SUCH INDEMNIFICATION OBLIGATION.
9
(C)
CONDUCT OF INDEMNIFICATION PROCEEDINGS. IF ANY PROCEEDING SHALL BE
BROUGHT OR ASSERTED AGAINST ANY PERSON