COUNSEL RETAINED BY THE HOLDERS OF A MAJORITY (BY
NUMBER OF SHARES) OF THE REGISTRABLE SECURITIES REQUESTED TO BE INCLUDED IN SUCH
REGISTRATION STATEMENT.
THE COMPANY SHALL HAVE NO OBLIGATION TO PAY ANY
UNDERWRITING DISCOUNTS OR COMMISSIONS ATTRIBUTABLE TO THE SALE OF REGISTRABLE
SECURITIES AND ANY OF THE EXPENSES INCURRED BY ANY HOLDER WHICH ARE NOT PAYABLE
BY THE COMPANY, SUCH COSTS TO BE BORNE BY SUCH HOLDER OR HOLDERS, INCLUDING,
WITHOUT LIMITATION, UNDERWRITING FEES, DISCOUNTS AND EXPENSES, IF ANY,
APPLICABLE TO ANY HOLDER'S REGISTRABLE SECURITIES; FEES AND DISBURSEMENTS OF
COUNSEL OR OTHER PROFESSIONALS THAT ANY HOLDER MAY CHOOSE TO RETAIN IN
CONNECTION WITH A REGISTRATION STATEMENT FILED PURSUANT TO THIS AGREEMENT
(EXCEPT AS OTHERWISE PROVIDED HEREIN); SELLING COMMISSIONS OR STOCK TRANSFER
TAXES APPLICABLE TO THE REGISTRABLE SECURITIES REGISTERED ON BEHALF OF ANY
HOLDER; ANY OTHER EXPENSES INCURRED BY OR ON BEHALF OF SUCH HOLDER IN CONNECTION
WITH THE OFFER AND SALE OF SUCH HOLDER'S REGISTRABLE SECURITIES OTHER THAN
EXPENSES WHICH THE COMPANY IS EXPRESSLY OBLIGATED TO PAY PURSUANT TO THIS
AGREEMENT.
2.8
INDEMNIFICATION.
(A)
THE COMPANY AGREES TO INDEMNIFY AND HOLD HARMLESS, TO THE FULLEST
EXTENT PERMITTED BY LAW, HOLDERS AND EACH UNDERWRITER, IF ANY, AND ANY PERSON
WHO CONTROLS SUCH UNDERWRITER (WITHIN THE MEANING OF SECTION 15 OF THE
SECURITIES ACT), FROM AND AGAINST ANY LOSS, CLAIM, DAMAGE, LIABILITY, REASONABLE
ATTORNEY'S FEES, COST OR EXPENSE AND COSTS AND EXPENSES OF INVESTIGATING AND
DEFENDING ANY SUCH CLAIM (COLLECTIVELY, THE "LOSSES"), JOINT OR SEVERAL, AND ANY
ACTION IN RESPECT THEREOF TO WHICH THE HOLDERS MAY BECOME SUBJECT UNDER THE
SECURITIES ACT OR OTHERWISE, INSOFAR AS SUCH LOSSES (OR ACTIONS OR PROCEEDINGS,
WHETHER COMMENCED OR THREATENED, IN RESPECT THERETO) ARISE OUT OF OR ARE BASED
UPON (I) ANY BREACH BY THE COMPANY OF ANY OF ITS REPRESENTATIONS, WARRANTIES OR
COVENANTS CONTAINED IN THIS AGREEMENT, (II) ANY UNTRUE OR ALLEGED UNTRUE
STATEMENT OF A MATERIAL FACT CONTAINED IN ANY REGISTRATION STATEMENT, PROSPECTUS
OR PRELIMINARY OR SUMMARY PROSPECTUS OR ANY AMENDMENT OR SUPPLEMENT THERETO OR
(III) ANY OMISSION OR ALLEGED OMISSION TO STATE THEREIN A MATERIAL FACT REQUIRED
TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN NOT MISLEADING,
AND THE COMPANY SHALL REIMBURSE THE HOLDERS FOR ANY REASONABLE LEGAL OR ANY
OTHER EXPENSES ACTUALLY INCURRED BY THEM IN CONNECTION WITH INVESTIGATING OR
DEFENDING OR PREPARING TO DEFEND AGAINST ANY SUCH LOSS, ACTION OR PROCEEDING;
PROVIDED, HOWEVER, THAT THE COMPANY SHALL NOT BE LIABLE TO THE HOLDERS OR OTHER
INDEMNITEE IN ANY SUCH CASE TO THE EXTENT THAT ANY SUCH LOSS (OR ACTION OR
PROCEEDING, WHETHER
11
COMMENCED OR THREATENED, IN RESPECT THEREOF) ARISES OUT OF OR IS BASED UPON
(X) AN UNTRUE STATEMENT OR ALLEGED UNTRUE STATEMENT OR OMISSION OR ALLEGED
OMISSION, MADE IN SUCH REGISTRATION STATEMENT, ANY SUCH PROSPECTUS OR
PRELIMINARY OR SUMMARY PROSPECTUS OR ANY AMENDMENT OR SUPPLEMENT THERETO, IN
RELIANCE UPON, AND IN CONFORMITY WITH, WRITTEN INFORMATION PREPARED AND
FURNISHED TO THE COMPANY BY ANY HOLDER EXPRESSLY FOR USE THEREIN AND, WITH
RESPECT TO ANY UNTRUE