REGISTRATION IN ANY
STATE WHERE THE COMPANY OR ITS AGENTS HAS AFFIRMATIVELY UNDERTAKEN OR AGREED IN
WRITING THAT THE COMPANY WILL UNDERTAKE SUCH REGISTRATION OR QUALIFICATION ON
PURCHASER'S BEHALF (THE UNDERTAKING OF ANY UNDERWRITER CHOSEN BY THE COMPANY
BEING ATTRIBUTED TO THE COMPANY) AND WILL REIMBURSE PURCHASER, AND EACH SUCH
OFFICER, DIRECTOR OR MEMBER AND EACH SUCH CONTROLLING PERSON FOR ANY LEGAL OR
OTHER EXPENSES REASONABLY INCURRED BY THEM IN CONNECTION WITH INVESTIGATING OR
DEFENDING ANY SUCH LOSS, CLAIM, DAMAGE, LIABILITY OR ACTION; PROVIDED, HOWEVER,
THAT THE COMPANY WILL NOT BE LIABLE IN ANY SUCH CASE IF AND TO THE EXTENT THAT
ANY SUCH LOSS, CLAIM, DAMAGE OR LIABILITY ARISES OUT OF OR IS BASED UPON AN
UNTRUE STATEMENT OR ALLEGED UNTRUE STATEMENT OR OMISSION OR ALLEGED OMISSION SO
MADE IN CONFORMITY WITH INFORMATION FURNISHED BY SUCH PURCHASER OR ANY SUCH
CONTROLLING PERSON IN WRITING SPECIFICALLY FOR USE IN SUCH REGISTRATION
STATEMENT OR PROSPECTUS.
(B)
INDEMNIFICATION BY THE PURCHASER.
IN
CONNECTION WITH ANY REGISTRATION PURSUANT TO THE TERMS OF THIS AGREEMENT,
PURCHASER WILL FURNISH TO THE COMPANY IN WRITING SUCH INFORMATION AS THE COMPANY
REASONABLY REQUESTS CONCERNING THE HOLDERS OF REGISTRABLE SECURITIES OR THE
PROPOSED MANNER OF DISTRIBUTION FOR USE IN CONNECTION WITH ANY REGISTRATION
STATEMENT OR PROSPECTUS AND AGREES, SEVERALLY BUT NOT JOINTLY, TO INDEMNIFY AND
HOLD HARMLESS, TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY, ITS
DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS AND EACH PERSON WHO CONTROLS THE
COMPANY (WITHIN THE MEANING OF THE 1933 ACT) AGAINST ANY LOSSES, CLAIMS,
DAMAGES, LIABILITIES AND EXPENSE (INCLUDING REASONABLE ATTORNEY FEES) RESULTING
FROM ANY UNTRUE STATEMENT OF A MATERIAL FACT OR ANY OMISSION OF A MATERIAL FACT
REQUIRED TO BE STATED IN THE REGISTRATION STATEMENT OR PROSPECTUS OR PRELIMINARY
PROSPECTUS OR AMENDMENT OR SUPPLEMENT THERETO OR NECESSARY TO MAKE THE
STATEMENTS THEREIN NOT MISLEADING, TO THE EXTENT, BUT ONLY TO THE EXTENT THAT
SUCH UNTRUE STATEMENT OR OMISSION IS CONTAINED IN ANY INFORMATION FURNISHED IN
WRITING BY PURCHASER TO THE COMPANY SPECIFICALLY FOR INCLUSION IN SUCH
REGISTRATION STATEMENT OR PROSPECTUS OR AMENDMENT OR SUPPLEMENT THERETO.
IN NO
EVENT SHALL THE LIABILITY OF PURCHASER BE GREATER IN AMOUNT THAN THE DOLLAR
AMOUNT OF THE PROCEEDS (NET OF ALL EXPENSE PAID BY PURCHASER AND THE AMOUNT OF
ANY DAMAGES SUCH HOLDER HAS OTHERWISE BEEN REQUIRED TO PAY BY REASON OF SUCH
UNTRUE
7
STATEMENT OR OMISSION) RECEIVED BY SUCH PURCHASER UPON THE SALE OF THE
REGISTRABLE SECURITIES INCLUDED IN THE REGISTRATION STATEMENT GIVING RISE TO
SUCH INDEMNIFICATION OBLIGATION.
(C)
CONDUCT OF INDEMNIFICATION PROCEEDINGS.
ANY PERSON ENTITLED TO INDEMNIFICATION HEREUNDER SHALL (I) GIVE PROMPT NOTICE TO
THE INDEMNIFYING PARTY OF ANY CLAIM WITH RESPECT TO WHICH IT SEEKS
INDEMNIFICATION AND (II) PERMIT SUCH INDEMNIFYING PARTY TO ASSUME THE DEFENSE OF
SUCH CLAIM WITH COUNSEL REASONABLY SATISFACTORY TO THE INDEMNIFIED PARTY;
PROVIDED THAT ANY PERSON ENTITLED TO INDEMNIFICATION HEREUNDER SHALL HAVE THE
RIGHT TO EMPLOY SEPARATE COUNSEL AND TO PARTICIPATE IN THE DEFENSE OF SUCH
CLAIM, BUT THE FEES AND EXPENSES OF SUCH SEPARATE COUNSEL