THE
REGISTRABLE SECURITIES INCLUDED IN ANY REGISTRATION STATEMENT, (III) MESSENGER,
TELEPHONE AND DELIVERY EXPENSES, (IV) FEES AND DISBURSEMENTS OF COUNSEL FOR THE
COMPANY, (V) SECURITIES ACT LIABILITY INSURANCE, IF THE COMPANY DESIRES SUCH
INSURANCE, (VI) FEES AND EXPENSES OF ALL OTHER PERSONS RETAINED BY THE COMPANY,
(VII) INTERNAL EXPENSES OF THE COMPANY (INCLUDING, WITHOUT LIMITATION, ALL
SALARIES AND EXPENSES OF OFFICERS AND EMPLOYEES OF THE COMPANY PERFORMING LEGAL
OR ACCOUNTING DUTIES), (VIII) THE EXPENSE OF ANY ANNUAL AUDIT, (IX) THE FEES AND
EXPENSES INCURRED IN CONNECTION WITH THE LISTING OF THE SECURITIES TO BE
REGISTERED ON ANY SECURITIES EXCHANGE, IF APPLICABLE, AND ANY NASD FEES AND (X)
THE EXPENSES RELATING TO PRINTING, WORD PROCESSING AND DISTRIBUTING ALL
REGISTRATION STATEMENTS AND ANY OTHER DOCUMENTS NECESSARY IN ORDER TO COMPLY
WITH THIS AGREEMENT.
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE
CONTRARY, EACH HOLDER SHALL PAY ALL BROKERAGE COMMISSIONS WITH RESPECT TO ANY
REGISTRABLE SECURITIES SOLD BY IT AND, EXCEPT AS SET FORTH IN SECTION 5(B)
BELOW, THE COMPANY SHALL NOT BE RESPONSIBLE FOR THE FEES AND EXPENSES OF ANY
COUNSEL, ACCOUNTANT OR ADVISOR FOR THE HOLDERS.
13
(B)
THE COMPANY SHALL BEAR OR REIMBURSE THE HOLDERS OF THE REGISTRABLE
SECURITIES BEING REGISTERED IN A SHELF REGISTRATION FOR THE REASONABLE FEES AND
DISBURSEMENTS OF DESIGNATED COUNSEL.
6.
INDEMNIFICATION.
(A)
THE COMPANY AGREES TO INDEMNIFY AND HOLD HARMLESS (X) EACH HOLDER
(WHICH, FOR THE ABSENCE OF DOUBT, FOR PURPOSES OF THIS SECTION 6 SHALL INCLUDE
THE INITIAL SHAREHOLDER), (Y) EACH PERSON, IF ANY, WHO CONTROLS ANY HOLDER
WITHIN THE MEANING OF EITHER SECTION 15 OF THE SECURITIES ACT OR SECTION 20 OF
THE EXCHANGE ACT) (ANY OF THE PERSONS REFERRED TO IN THIS CLAUSE (Y) BEING
HEREINAFTER REFERRED TO AS A "CONTROLLING PERSON") AND (Z) THE RESPECTIVE
OFFICERS, DIRECTORS, PARTNERS, EMPLOYEES, REPRESENTATIVES AND AGENTS OF ANY
HOLDER (INCLUDING ANY PREDECESSOR HOLDER) OR ANY CONTROLLING PERSON (ANY PERSON
REFERRED TO IN CLAUSE (X), (Y) OR (Z) MAY HEREINAFTER BE REFERRED TO AS AN
"INDEMNIFIED HOLDER"), AGAINST ANY LOSSES, CLAIMS, DAMAGES, EXPENSES OR
LIABILITIES, JOINT OR SEVERAL, TO WHICH SUCH INDEMNIFIED HOLDER MAY BECOME
SUBJECT UNDER THE SECURITIES ACT OR OTHERWISE, INSOFAR AS SUCH LOSSES, CLAIMS,
DAMAGES, EXPENSES OR LIABILITIES (OR ACTIONS OR PROCEEDINGS IN RESPECT THEREOF)
ARISE OUT OF OR ARE BASED UPON (I) ANY UNTRUE STATEMENT OR ALLEGED UNTRUE
STATEMENT OF ANY MATERIAL FACT CONTAINED IN ANY REGISTRATION STATEMENT OR
PROSPECTUS, OR ANY AMENDMENT OR SUPPLEMENT THERETO OR ANY RELATED PRELIMINARY
PROSPECTUS OR (II) THE OMISSION OR ALLEGED OMISSION TO STATE THEREIN A MATERIAL
FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN
(IN THE CASE OF A PROSPECTUS, IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY
WERE MADE), IN EACH CASE, NOT MISLEADING; PROVIDED THAT THE COMPANY WILL NOT BE
LIABLE UNDER THIS SECTION 6(A), (X) TO THE EXTENT THAT ANY SUCH LOSS, CLAIM,
DAMAGE, EXPENSE OR LIABILITY ARISES OUT OF OR IS BASED UPON AN UNTRUE STATEMENT
OR ALLEGED UNTRUE STATEMENT, OR OMISSION OR ALLEGED OMISSION