(V) TO SUSPEND THE USE OF ANY
PROSPECTUS UNTIL THE REQUISITE CHANGES TO SUCH PROSPECTUS HAVE BEEN MADE, THEN
THE HOLDERS SHALL SUSPEND USE OF SUCH PROSPECTUS. THE COMPANY WILL USE ITS
COMMERCIALLY REASONABLE EFFORTS TO ENSURE THAT THE USE OF THE PROSPECTUS MAY BE
RESUMED AS PROMPTLY AS IS PRACTICABLE.
(J)
EACH HOLDER AGREES TO FURNISH TO THE COMPANY A COMPLETED
QUESTIONNAIRE IN THE FORM ATTACHED TO THIS AGREEMENT AS ANNEX B (A "SELLING
SHAREHOLDER QUESTIONNAIRE") NOT LESS THAN FIVE (5) TRADING DAYS PRIOR TO THE
DATE ON WHICH A REGISTRATION STATEMENT UNDER THIS AGREEMENT IS TO BE FILED OR
(IF EARLIER) BY THE END OF THE FOURTH TRADING DAY FOLLOWING THE DATE ON WHICH
SUCH HOLDER RECEIVES DRAFT MATERIALS IN ACCORDANCE WITH THIS SECTION. THE
COMPANY SHALL NOT BE REQUIRED TO INCLUDE THE REGISTRABLE SECURITIES OF A HOLDER
IN A REGISTRATION STATEMENT AND SHALL NOT BE REQUIRED TO PAY ANY LIQUIDATED OR
OTHER DAMAGES UNDER SECTION 2(B) HEREOF TO SUCH HOLDER WHO FAILS TO FURNISH TO
THE COMPANY A FULLY COMPLETED SELLING SHAREHOLDER QUESTIONNAIRE AS REQUIRED BY
THIS SECTION OR OTHER INFORMATION REASONABLY REQUESTED BY THE COMPANY FOR
COMPLIANCE WITH APPLICABLE REGISTRATION AND DISCLOSURE REQUIREMENTS.
4.
REGISTRATION EXPENSES. ALL REGISTRATION EXPENSES IN CONNECTION
WITH ANY REGISTRATION, QUALIFICATION OR COMPLIANCE WITH REGISTRATION PURSUANT TO
THIS AGREEMENT SHALL BE BORNE BY THE COMPANY, AND ALL SELLING EXPENSES OF A
HOLDER SHALL BE BORNE BY SUCH HOLDER.
5.
INDEMNIFICATION.
(A)
INDEMNIFICATION BY THE COMPANY. THE COMPANY SHALL, NOTWITHSTANDING
ANY TERMINATION OF THIS AGREEMENT, INDEMNIFY AND HOLD HARMLESS EACH HOLDER, THE
OFFICERS, DIRECTORS, AGENTS, INVESTMENT ADVISORS, PARTNERS, MEMBERS AND
EMPLOYEES OF EACH OF THEM, EACH
8
PERSON WHO CONTROLS ANY SUCH HOLDER (WITHIN THE MEANING OF SECTION 15 OF THE
SECURITIES ACT OR SECTION 20 OF THE EXCHANGE ACT) AND THE OFFICERS, DIRECTORS,
AGENTS AND EMPLOYEES OF EACH SUCH CONTROLLING PERSON, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS,
DAMAGES, LIABILITIES, COSTS (INCLUDING, WITHOUT LIMITATION, REASONABLE
ATTORNEYS' FEES) AND EXPENSES (COLLECTIVELY, "LOSSES") ARISING OUT OF OR
RELATING TO ANY UNTRUE OR ALLEGED 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 IN ANY PRELIMINARY PROSPECTUS, 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 (IN
THE CASE OF ANY PROSPECTUS OR FORM OF PROSPECTUS OR SUPPLEMENT THERETO, IN LIGHT
OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE) NOT MISLEADING, EXCEPT TO THE
EXTENT, BUT ONLY TO THE EXTENT, THAT (1) SUCH UNTRUE STATEMENTS OR OMISSIONS ARE
BASED SOLELY 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