Shares, forthwith
upon request (i) a written statement by the Company that it has complied with
the reporting requirements of the Securities Act and the Exchange Act, or that
it qualifies as a registrant whose securities may be resold pursuant to
Form SB-2, (ii) a copy of the most recent annual or quarterly report of the
Company and such other reports and documents so filed by the Company, and
(iii) such other information as may be reasonably requested in availing any
Investor of any rule or regulation of the SEC which permits the selling of any
such securities without registration or pursuant to such form.
7.
Indemnification.
7.1
INDEMNIFICATION BY THE COMPANY.
THE COMPANY
WILL INDEMNIFY EACH INVESTOR, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS,
AFFILIATES, AGENTS, REPRESENTATIVES AND LEGAL COUNSEL, AND EACH PERSON
CONTROLLING (OR DEEMED CONTROLLING) SUCH INVESTOR WITHIN THE MEANING OF THE
SECURITIES ACT, (COLLECTIVELY, THE "INVESTORS' AGENTS") WITH RESPECT TO WHICH
REGISTRATION, QUALIFICATION OR COMPLIANCE HAS BEEN EFFECTED PURSUANT TO
SECTION 6.2, AGAINST ALL CLAIMS, LOSSES, DAMAGES AND LIABILITIES (OR ACTIONS IN
RESPECT THEREOF), JOINT OR SEVERAL, ARISING OUT OF OR BASED ON (A) (I) ANY
UNTRUE STATEMENT (OR ALLEGED UNTRUE STATEMENT) OF A MATERIAL FACT CONTAINED IN
ANY PROSPECTUS, OFFERING CIRCULAR OR OTHER SIMILAR DOCUMENT OR ANY AMENDMENTS OR
SUPPLEMENTS THERETO (INCLUDING ANY RELATED REGISTRATION STATEMENT AND AMENDMENTS
OR SUPPLEMENTS THERETO, NOTIFICATION OR THE LIKE) INCIDENT TO ANY SUCH
REGISTRATION, QUALIFICATION OR COMPLIANCE, OR BASED ON ANY OMISSION (OR ALLEGED
OMISSION) TO STATE THEREIN A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR
NECESSARY TO MAKE THE STATEMENTS THEREIN NOT MISLEADING IN THE LIGHT OF THE
CIRCUMSTANCES UNDER WHICH THEY WERE MADE, AND WILL REIMBURSE THE INVESTORS AND
THE INVESTORS' AGENTS FOR ANY LEGAL OR ANY OTHER EXPENSES REASONABLY INCURRED IN
CONNECTION WITH INVESTIGATING OR DEFENDING ANY SUCH CLAIM, LOSS, DAMAGES,
LIABILITY OR ACTION, AS INCURRED, OR (II) ANY VIOLATION BY THE COMPANY OF ANY
FEDERAL, STATE OR COMMON LAW RULE OR REGULATION APPLICABLE TO THE COMPANY IN
CONNECTION WITH ANY SUCH REGISTRATION, QUALIFICATION OR COMPLIANCE, AND WILL
REIMBURSE EACH INVESTOR, AND EACH INVESTORS' AFFILIATES, FOR ANY LEGAL AND ANY
OTHER EXPENSES REASONABLY INCURRED IN CONNECTION WITH INVESTIGATING OR DEFENDING
ANY SUCH CLAIM, LOSS, DAMAGE, LIABILITY OR ACTION; OR (B) ANY BREACH OF ANY
COVENANT, AGREEMENT, REPRESENTATION OR WARRANTY OF THE COMPANY IN THIS
AGREEMENT.
PROVIDED, HOWEVER, THAT THE COMPANY SHALL NOT BE LIABLE UNDER THIS
SECTION 7: (A) IN ANY SUCH CASE TO THE EXTENT THAT ANY SUCH CLAIM, LOSS, DAMAGE,
LIABILITY OR EXPENSE ARISES OUT OF OR IS BASED ON ANY UNTRUE STATEMENT OR
OMISSION BASED UPON WRITTEN INFORMATION FURNISHED TO THE COMPANY BY AN
INSTRUMENT DULY EXECUTED BY SUCH INVESTOR AND STATED TO BE SPECIFICALLY FOR USE
THEREIN OR FURNISHED IN WRITING BY SUCH INVESTOR TO THE COMPANY IN RESPONSE TO A
REQUEST BY THE COMPANY STATING SPECIFICALLY THAT SUCH INFORMATION WILL BE USED
BY THE COMPANY THEREIN, (B) FOR ANY AMOUNT PAID IN SETTLEMENT OF CLAIMS WITHOUT
THE COMPANY'S WRITTEN CONSENT (WHICH CONSENT