(IV) ALL REASONABLE
FEES AND DISBURSEMENTS OF COUNSEL FOR THE COMPANY AND ONE (1) INVESTORS'
COUNSEL, AND (V) ALL REASONABLE FEES AND EXPENSES OF ALL OTHER PERSONS RETAINED
BY THE COMPANY IN CONNECTION WITH THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT; PROVIDED, HOWEVER, THAT IN NO EVENT SHALL THE
COMPANY BE RESPONSIBLE FOR ANY UNDERWRITING DISCOUNTS OR COMMISSIONS INCURRED BY
THE INVESTORS IN CONNECTION WITH THE SALE THE REGISTRABLE SHARES.
8
6.
DELAY OF REGISTRATION.
SUBJECT TO SECTION 11(D) HEREOF, THE
INVESTORS AND THE COMPANY (OTHER THAN WITH RESPECT TO SECTION 4(D) HEREOF) SHALL
NOT TAKE ANY ACTION TO RESTRAIN, ENJOIN OR OTHERWISE DELAY ANY REGISTRATION AS
THE RESULT OF ANY CONTROVERSY WHICH MIGHT ARISE WITH RESPECT TO THE
INTERPRETATION OR IMPLEMENTATION OF THIS AGREEMENT.
7.
INDEMNIFICATION.
IN THE EVENT THAT ANY REGISTRABLE SHARES OF THE
INVESTORS ARE INCLUDED IN A REGISTRATION STATEMENT PURSUANT TO THIS AGREEMENT:
(A)
TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY WILL INDEMNIFY
AND HOLD HARMLESS EACH INVESTOR AND EACH OFFICER, DIRECTOR, FIDUCIARY, EMPLOYEE,
MEMBER, AGENT, INVESTMENT ADVISOR, (OR OTHER EQUITY HOLDER), GENERAL PARTNER AND
LIMITED PARTNER (AND AFFILIATES THEREOF) OF SUCH INVESTOR, EACH BROKER,
UNDERWRITER OR OTHER PERSON ACTING ON BEHALF OF SUCH INVESTOR AND EACH PERSON,
IF ANY, WHO CONTROLS SUCH INVESTOR WITHIN THE MEANING OF THE SECURITIES ACT,
AGAINST ANY EXPENSES, LOSSES, CLAIMS, DAMAGES, ACTIONS OR LIABILITIES, JOINT OR
SEVERAL (THE "LOSSES"), TO WHICH THEY MAY BECOME SUBJECT UNDER THE SECURITIES
ACT OR OTHERWISE, INSOFAR AS SUCH LOSSES (OR ACTIONS IN RESPECT THEREOF) ARISE
OUT OF OR RELATE TO ANY UNTRUE OR ALLEGED UNTRUE STATEMENT OF ANY MATERIAL FACT
CONTAINED IN THE REGISTRATION STATEMENT, OR ARISE OUT OF OR RELATE TO THE
OMISSION OR ALLEGED OMISSION TO STATE THEREIN A MATERIAL FACT REQUIRED TO BE
STATED THEREIN, OR NECESSARY TO MAKE THE STATEMENTS THEREIN NOT MISLEADING, OR
ANY VIOLATION BY THE COMPANY OF THE SECURITIES ACT OR STATE SECURITIES OR BLUE
SKY LAWS APPLICABLE TO THE COMPANY; AND, SUBJECT TO THE PROVISIONS OF SECTION
7(C) HEREOF, THE COMPANY WILL REIMBURSE ON DEMAND SUCH INVESTOR, SUCH BROKER OR
OTHER PERSON ACTING ON BEHALF OF SUCH INVESTOR AND SUCH OFFICER, DIRECTOR,
FIDUCIARY, AGENT, INVESTMENT ADVISOR, EMPLOYEE, MEMBER (OR OTHER EQUITY HOLDER),
GENERAL PARTNER, LIMITED PARTNER, AFFILIATE OR CONTROLLING PERSON FOR ANY LEGAL
OR OTHER EXPENSES REASONABLY INCURRED BY ANY OF THEM IN CONNECTION WITH
INVESTIGATING OR DEFENDING ANY SUCH LOSS; PROVIDED, HOWEVER, THAT THE INDEMNITY
AGREEMENT CONTAINED IN THIS SECTION 7(A) SHALL NOT APPLY TO AMOUNTS PAID IN
SETTLEMENT OF ANY SUCH LOSSES IF SUCH SETTLEMENT IS EFFECTED WITHOUT THE CONSENT
OF THE COMPANY (WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD, CONDITIONED OR
DELAYED), NOR SHALL THE COMPANY BE LIABLE IN ANY SUCH CASE FOR ANY SUCH LOSS TO
THE EXTENT THAT (I) IT SOLELY ARISES OUT OF OR IS BASED UPON AN UNTRUE STATEMENT
OF ANY MATERIAL FACT CONTAINED IN THE REGISTRATION STATEMENT OR OMISSION TO
STATE THEREIN A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO