REGISTRATIONS.
ALL FEES AND EXPENSES INCIDENT TO ANY
PIGGYBACK REGISTRATION INCLUDING, WITHOUT LIMITATION, THE COMPANY'S PERFORMANCE
OF OR COMPLIANCE WITH THIS ARTICLE 2, ALL REGISTRATION AND FILING FEES, ALL FEES
AND EXPENSES ASSOCIATED WITH FILINGS REQUIRED TO BE MADE WITH THE FINRA, AS MAY
BE REQUIRED BY THE RULES AND REGULATIONS OF THE FINRA, FEES AND EXPENSES OF
COMPLIANCE WITH SECURITIES OR "BLUE SKY" LAWS (INCLUDING
14
REASONABLE FEES AND DISBURSEMENTS OF COUNSEL IN CONNECTION WITH "BLUE SKY"
QUALIFICATIONS OF THE REGISTRABLE SECURITIES), RATING AGENCY FEES, PRINTING
EXPENSES (INCLUDING EXPENSES OF PRINTING CERTIFICATES FOR THE REGISTRABLE
SECURITIES IN A FORM ELIGIBLE FOR DEPOSIT WITH THE DEPOSITORY TRUST COMPANY AND
OF PRINTING PROSPECTUSES), MESSENGER AND DELIVERY EXPENSES, THE FEES AND
EXPENSES INCURRED IN CONNECTION WITH ANY LISTING OR QUOTATION OF THE REGISTRABLE
SECURITIES, FEES AND EXPENSES OF COUNSEL FOR THE COMPANY AND ITS INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS (INCLUDING THE EXPENSES OF ANY SPECIAL AUDIT OR
"COLD COMFORT" LETTERS REQUIRED BY OR INCIDENT TO SUCH PERFORMANCE), THE FEES
AND EXPENSES OF ANY SPECIAL EXPERTS, INCLUDING MINING EXPERTS, RETAINED BY THE
COMPANY IN CONNECTION WITH SUCH REGISTRATION, AND THE FEES AND EXPENSES OF OTHER
PERSONS RETAINED BY THE COMPANY, WILL BE BORNE BY THE COMPANY (UNLESS PAID BY A
SECURITY HOLDER THAT IS NOT A HOLDER FOR WHOSE ACCOUNT THE REGISTRATION IS BEING
EFFECTED) WHETHER OR NOT ANY REGISTRATION STATEMENT BECOMES EFFECTIVE; PROVIDED,
HOWEVER, THAT ANY UNDERWRITING DISCOUNTS, COMMISSIONS OR FEES ATTRIBUTABLE TO
THE SALE OF THE REGISTRABLE SECURITIES WILL BE BORNE BY THE HOLDERS PRO RATA ON
THE BASIS OF THE NUMBER OF SHARES SO SOLD.
2.8.
INDEMNIFICATION.
2.8.1
CPE LLC WILL INDEMNIFY AND HOLD HARMLESS EACH SELLER OF REGISTRABLE
SECURITIES AND, IN THE CASE OF AN UNDERWRITTEN OFFERING, EACH UNDERWRITER, THEIR
RESPECTIVE PARTNERS, MEMBERS, DIRECTORS, OFFICERS, AFFILIATES AND EACH PERSON,
IF ANY, WHO CONTROLS SUCH SELLER OR UNDERWRITER, AS APPLICABLE, WITHIN THE
MEANING OF SECTION 15 OF THE SECURITIES ACT OR SECTION 20 OF THE EXCHANGE ACT
AGAINST ANY LOSSES, CLAIMS, DAMAGES OR LIABILITIES, JOINT OR SEVERAL, TO WHICH
SUCH SELLER MAY BECOME SUBJECT, UNDER THE SECURITIES ACT OR OTHERWISE, INSOFAR
AS SUCH LOSSES, CLAIMS, DAMAGES OR LIABILITIES (OR ACTIONS IN RESPECT THEREOF)
ARISE OUT OF OR ARE BASED UPON ANY UNTRUE STATEMENT OR ALLEGED UNTRUE STATEMENT
OF ANY MATERIAL FACT CONTAINED IN ANY REGISTRATION STATEMENT, PROSPECTUS,
PRELIMINARY PROSPECTUS OR ANY ISSUER FREE WRITING PROSPECTUS, OR ARISE OUT OF OR
ARE BASED UPON 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 LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING, AND
WILL REIMBURSE SUCH SELLER FOR ANY LEGAL OR OTHER EXPENSES REASONABLY INCURRED
BY SUCH SELLER IN CONNECTION WITH INVESTIGATING OR DEFENDING ANY LOSS, CLAIM,
DAMAGE, LIABILITY, ACTION, LITIGATION, INVESTIGATION OR PROCEEDING WHATSOEVER
(WHETHER OR NOT SUCH SELLER IS A PARTY THERETO), WHETHER THREATENED OR
COMMENCED, AND IN CONNECTION WITH THE ENFORCEMENT OF THIS PROVISION WITH RESPECT
TO ANY OF THE