SUCH
REGISTRATION STATEMENT, ANY PRELIMINARY, FINAL OR SUMMARY PROSPECTUS CONTAINED
THEREIN, OR ANY AMENDMENT OR SUPPLEMENT THERETO, OR ANY FREE WRITING PROSPECTUS
UTILIZED IN CONNECTION THEREWITH, IF SUCH STATEMENT OR ALLEGED STATEMENT OR
OMISSION OR ALLEGED OMISSION WAS MADE IN RELIANCE UPON AND IN CONFORMITY WITH
WRITTEN INFORMATION FURNISHED TO THE COMPANY OR ITS REPRESENTATIVES BY OR ON
BEHALF OF SUCH INVESTOR SPECIFICALLY FOR USE THEREIN, AND EACH SUCH INVESTOR
SHALL REIMBURSE SUCH INDEMNIFIED PARTY FOR ANY LEGAL OR OTHER EXPENSES
REASONABLY INCURRED BY SUCH INDEMNIFIED PARTY IN CONNECTION WITH INVESTIGATING
OR DEFENDING ANY SUCH CLAIM AS SUCH EXPENSES ARE INCURRED; PROVIDED, HOWEVER,
THAT THE AGGREGATE AMOUNT WHICH ANY SUCH INVESTOR SHALL BE REQUIRED TO PAY
PURSUANT TO THIS SECTION 6(B) AND SECTIONS 6(C) AND (E) SHALL IN NO CASE BE
GREATER THAN THE AMOUNT OF THE NET PROCEEDS RECEIVED BY SUCH INVESTOR UPON THE
SALE OF THE REGISTRABLE SECURITIES PURSUANT TO THE REGISTRATION STATEMENT GIVING
RISE TO SUCH CLAIM.
THE COMPANY AND EACH INVESTOR OF REGISTRABLE SECURITIES
HEREBY ACKNOWLEDGE AND AGREE THAT, UNLESS OTHERWISE EXPRESSLY AGREED TO IN
WRITING BY SUCH INVESTORS TO THE CONTRARY, FOR ALL PURPOSES OF THIS AGREEMENT,
THE ONLY INFORMATION FURNISHED OR TO BE FURNISHED TO THE COMPANY BY OR ON BEHALF
OF ANY INVESTOR FOR USE IN ANY SUCH REGISTRATION STATEMENT, PRELIMINARY, FINAL
OR SUMMARY PROSPECTUS OR AMENDMENT OR SUPPLEMENT THERETO, OR ANY FREE WRITING
PROSPECTUS, ARE STATEMENTS SPECIFICALLY RELATING TO (I) THE NUMBER OF
REGISTRABLE SECURITIES HELD BY SUCH INVESTOR AND ITS AFFILIATES AND (II) THE
NAME AND ADDRESS OF SUCH INVESTOR.
IF ANY ADDITIONAL INFORMATION ABOUT SUCH
INVESTOR OR THE PLAN OF DISTRIBUTION (OTHER THAN FOR AN UNDERWRITTEN OFFERING)
IS REQUIRED BY LAW TO BE DISCLOSED IN ANY SUCH DOCUMENT, THEN SUCH INVESTOR
SHALL NOT UNREASONABLY WITHHOLD ITS AGREEMENT REFERRED TO IN THE IMMEDIATELY
PRECEDING SENTENCE.
SUCH INDEMNITY AND REIMBURSEMENT OF EXPENSES SHALL REMAIN
IN FULL FORCE AND EFFECT REGARDLESS OF ANY INVESTIGATION MADE BY OR ON BEHALF OF
SUCH INDEMNIFIED PARTY AND SHALL SURVIVE THE TRANSFER OF SUCH SECURITIES BY SUCH
INVESTOR.
12
(C)
BLUE SKY LAWS.
INDEMNIFICATION SIMILAR TO
THAT SPECIFIED IN THE PRECEDING PARAGRAPHS (A) AND (B) OF THIS SECTION 6 (WITH
APPROPRIATE MODIFICATIONS) SHALL BE GIVEN BY THE COMPANY AND EACH SELLER OF
REGISTRABLE SECURITIES WITH RESPECT TO ANY REQUIRED REGISTRATION OR OTHER
QUALIFICATION OF SECURITIES UNDER ANY APPLICABLE SECURITIES AND STATE "BLUE SKY"
LAWS.
(D)
PROCEDURE.
ANY PERSON ENTITLED TO
INDEMNIFICATION UNDER THIS AGREEMENT SHALL NOTIFY PROMPTLY THE INDEMNIFYING
PARTY IN WRITING OF THE COMMENCEMENT OF ANY ACTION OR PROCEEDING WITH RESPECT TO
WHICH A CLAIM FOR INDEMNIFICATION MAY BE MADE PURSUANT TO THIS SECTION 6, BUT
THE FAILURE OF ANY INDEMNIFIED PARTY TO PROVIDE SUCH NOTICE SHALL NOT RELIEVE
THE INDEMNIFYING PARTY OF ITS OBLIGATIONS UNDER THE PRECEDING PARAGRAPHS OF THIS
SECTION 6, EXCEPT TO THE EXTENT THE INDEMNIFYING PARTY IS MATERIALLY AND
ACTUALLY PREJUDICED THEREBY AND SHALL NOT RELIEVE THE INDEMNIFYING PARTY FROM
ANY LIABILITY WHICH IT MAY HAVE TO ANY INDEMNIFIED PARTY OTHERWISE