A PRELIMINARY PROSPECTUS BUT ELIMINATED OR REMEDIED IN THE
AMENDED PROSPECTUS ON FILE WITH THE SEC AT THE TIME THE REGISTRATION STATEMENT
IN QUESTION BECOMES EFFECTIVE OR THE AMENDED PROSPECTUS IS FILED WITH THE SEC
PURSUANT TO SEC RULE 424(B), SUCH INDEMNITY AGREEMENT WILL NOT INURE TO THE
BENEFIT OF ANY PERSON IF A COPY OF SUCH FINAL PROSPECTUS WAS FURNISHED TO THE
INDEMNIFIED PARTY AND WAS NOT FURNISHED TO THE PERSON ASSERTING THE LOSS,
LIABILITY, CLAIM, OR DAMAGE AT OR PRIOR TO THE TIME SUCH ACTION IS REQUIRED BY
THE SECURITIES ACT.
(E)
CONTRIBUTION.
IN ORDER TO PROVIDE FOR JUST AND EQUITABLE
CONTRIBUTION TO JOINT LIABILITY UNDER THE SECURITIES ACT IN ANY CASE IN WHICH
EITHER (I) ANY HOLDER EXERCISING RIGHTS UNDER THIS AGREEMENT, OR ANY CONTROLLING
PERSON OF ANY SUCH HOLDER, MAKES A CLAIM FOR INDEMNIFICATION PURSUANT TO THIS
SECTION 2.7 BUT IT IS JUDICIALLY DETERMINED (BY THE ENTRY OF A FINAL JUDGMENT OR
DECREE BY A COURT OF COMPETENT JURISDICTION AND THE EXPIRATION OF TIME TO APPEAL
OR THE DENIAL OF THE LAST RIGHT OF APPEAL) THAT SUCH INDEMNIFICATION MAY NOT BE
ENFORCED IN SUCH CASE NOTWITHSTANDING THE FACT THAT THIS SECTION 2.8 PROVIDES
FOR INDEMNIFICATION IN SUCH CASE, OR (II) CONTRIBUTION UNDER THE SECURITIES ACT
MAY BE REQUIRED ON THE PART OF ANY SUCH SELLING HOLDER OR ANY SUCH CONTROLLING
PERSON IN CIRCUMSTANCES FOR WHICH INDEMNIFICATION IS PROVIDED UNDER THIS
SECTION 2.8; THEN, AND IN EACH SUCH CASE, THE COMPANY AND SUCH HOLDER WILL
CONTRIBUTE TO THE AGGREGATE LOSSES, CLAIMS, DAMAGES OR LIABILITIES TO WHICH THEY
MAY BE SUBJECT (AFTER CONTRIBUTION FROM OTHERS) IN SUCH PROPORTION SO THAT SUCH
HOLDER IS RESPONSIBLE FOR THE PORTION REPRESENTED BY THE PERCENTAGE THAT THE
PUBLIC OFFERING PRICE OF ITS REGISTRABLE SECURITIES OFFERED BY AND SOLD UNDER
THE REGISTRATION STATEMENT BEARS TO THE PUBLIC OFFERING PRICE OF ALL SECURITIES
OFFERED BY AND SOLD UNDER SUCH REGISTRATION STATEMENT, AND THE COMPANY AND OTHER
SELLING HOLDERS ARE RESPONSIBLE FOR THE REMAINING PORTION; PROVIDED, HOWEVER,
THAT, IN ANY SUCH CASE, (A) NO SUCH HOLDER WILL BE REQUIRED TO CONTRIBUTE ANY
AMOUNT IN EXCESS OF THE PUBLIC OFFERING PRICE OF ALL SUCH REGISTRABLE SECURITIES
OFFERED AND SOLD BY SUCH HOLDER PURSUANT TO SUCH REGISTRATION STATEMENT; AND (B)
NO PERSON OR ENTITY GUILTY OF FRAUDULENT MISREPRESENTATION (WITHIN THE MEANING
OF SECTION 1.1(F) OF THE SECURITIES ACT) WILL BE ENTITLED TO CONTRIBUTION FROM
ANY PERSON OR ENTITY WHO WAS NOT GUILTY OF SUCH FRAUDULENT MISREPRESENTATION.
(F)
SURVIVAL.
THE OBLIGATIONS OF THE COMPANY AND HOLDERS UNDER
THIS SECTION 2.8 WILL SURVIVE THE COMPLETION OF ANY OFFERING OF REGISTRABLE
SECURITIES IN A REGISTRATION STATEMENT, AND OTHERWISE.
SECTION 2.9
RULE 144 REPORTING.
WITH A VIEW TO MAKING AVAILABLE
THE BENEFITS OF CERTAIN RULES AND REGULATIONS OF THE COMMISSION THAT MAY AT ANY
TIME PERMIT THE SALE OF THE REGISTRABLE SECURITIES TO THE PUBLIC WITHOUT
REGISTRATION, THE COMPANY AGREES TO USE REASONABLE EFFORTS TO:
(A)
TO MAKE AND KEEP PUBLIC INFORMATION AVAILABLE, AS THOSE TERMS
ARE UNDERSTOOD AND DEFINED IN