UPON AND IN CONFORMITY WITH WRITTEN INFORMATION FURNISHED TO THE
COMPANY BY OR ON BEHALF OF THE INVESTOR OR ANY OTHER PERSON WHO PARTICIPATES AS
AN UNDERWRITER IN THE OFFERING OR SALE OF SUCH SECURITIES, IN EITHER CASE,
SPECIFICALLY STATING THAT IT IS FOR USE IN THE PREPARATION THEREOF.
IN
CONNECTION WITH ANY REGISTRATION STATEMENT WITH RESPECT TO WHICH THE INVESTOR IS
PARTICIPATING, THE INVESTOR WILL INDEMNIFY AND HOLD HARMLESS, TO THE SAME EXTENT
AND IN THE SAME MANNER AS SET FORTH IN THE PRECEDING PARAGRAPH, THE COMPANY,
EACH OF ITS PARTNERS, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES AND DULY
AUTHORIZED AGENTS, AND EACH PERSON OR ENTITY, IF ANY, WHO CONTROLS THE COMPANY
WITHIN THE MEANING OF SECTION 15 OF THE SECURITIES ACT OR SECTION 20 OF THE
EXCHANGE ACT, TOGETHER WITH THE PARTNERS, AFFILIATES, OFFICERS, DIRECTORS,
EMPLOYEES AND DULY AUTHORIZED AGENTS OF SUCH CONTROLLING PERSON OR ENTITY (EACH
A "COMPANY INDEMNIFIED PERSON") AGAINST ANY DAMAGES TO WHICH ANY COMPANY
INDEMNIFIED PERSON MAY BECOME SUBJECT UNDER THE SECURITIES ACT, THE EXCHANGE ACT
OR OTHERWISE, INSOFAR AS SUCH DAMAGES ARISE OUT OF OR ARE BASED UPON (A) ANY
UNTRUE STATEMENT OR ALLEGED UNTRUE STATEMENT OF A MATERIAL FACT CONTAINED IN ANY
REGISTRATION STATEMENT, OR IN ANY PRELIMINARY PROSPECTUS, FINAL PROSPECTUS,
SUMMARY PROSPECTUS, AMENDMENT OR SUPPLEMENT RELATING TO THE REGISTRABLE
SECURITIES OR ARISE OUT OF, OR ARE BASED UPON, ANY OMISSION OR ALLEGED OMISSION
TO STATE THEREIN A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO
MAKE THE STATEMENTS THEREIN UNDER THE CIRCUMSTANCES NOT MISLEADING TO THE EXTENT
THAT SUCH VIOLATION OCCURS IN RELIANCE UPON AND IN CONFORMITY WITH WRITTEN
INFORMATION FURNISHED TO THE COMPANY BY THE INVESTOR OR ON BEHALF OF THE
INVESTOR EXPRESSLY FOR USE IN CONNECTION WITH SUCH REGISTRATION STATEMENT, OR
(B) ANY FAILURE BY THE INVESTOR TO COMPLY WITH THE SECURITIES ACT, THE EXCHANGE
ACT OR ANY OTHER LAW OR LEGAL
8
REQUIREMENT APPLICABLE TO SALES UNDER THE REGISTRATION STATEMENT, OR (C) A
WRITTEN CONFIRMATION OF THE SALE OF REGISTRABLE SECURITIES PURCHASED BY THE
INVESTOR IN ANY SPECIFIC DRAW DOWN PRIOR TO THE FILING OF A SUPPLEMENT TO THE
PROSPECTUS TO REFLECT SUCH DRAW DOWN (PROVIDED THE COMPANY IS IN COMPLIANCE WITH
ITS COVENANTS WITH RESPECT TO THE FILING OF SUCH SUPPLEMENT).
SECTION 3.2
CONDUCT OF INDEMNIFICATION PROCEEDINGS.
ALL CLAIMS FOR
INDEMNIFICATION UNDER SECTION 3.1 SHALL BE ASSERTED AND RESOLVED IN ACCORDANCE
WITH THE PROVISIONS OF SECTION 9.2 OF THE PURCHASE AGREEMENT.
SECTION 3.3
ADDITIONAL INDEMNIFICATION.
INDEMNIFICATION SIMILAR TO THAT
SPECIFIED IN THE PRECEDING PARAGRAPHS OF THIS ARTICLE III (WITH APPROPRIATE
MODIFICATIONS) SHALL BE GIVEN BY THE COMPANY AND THE INVESTOR WITH RESPECT TO
ANY REQUIRED REGISTRATION OR OTHER QUALIFICATION OF REGISTRABLE SECURITIES UNDER
ANY FEDERAL OR STATE LAW OR REGULATION OF ANY GOVERNMENTAL AUTHORITY OTHER THAN
THE SECURITIES ACT.
THE PROVISIONS OF THIS ARTICLE III SHALL BE IN ADDITION TO
ANY OTHER RIGHTS TO INDEMNIFICATION, CONTRIBUTION OR OTHER REMEDIES WHICH AN
INDEMNIFIED PARTY OR A COMPANY INDEMNIFIED PERSON MAY HAVE PURSUANT TO LAW,
EQUITY, CONTRACT OR