CASE THE COMPANY SHALL HAVE NO OBLIGATION TO PAY FOR ANY SUCH FEES OR
EXPENSES OF SUCH COUNSEL.
THE COMPANY SHALL HAVE NO OBLIGATION TO PAY ANY
UNDERWRITING DISCOUNTS OR SELLING COMMISSIONS ATTRIBUTABLE TO THE RESTRICTED
SHARES BEING SOLD BY THE SHAREHOLDER, WHICH UNDERWRITING DISCOUNTS OR SELLING
COMMISSIONS SHALL BE BORNE SOLELY BY THE SHAREHOLDER.
ADDITIONALLY, IN AN
UNDERWRITTEN OFFERING, THE SHAREHOLDER AND THE COMPANY SHALL BEAR THE EXPENSES
OF THE UNDERWRITER OR UNDERWRITERS PRO RATA IN PROPORTION TO THE RESPECTIVE
AMOUNT OF SHARES EACH IS SELLING IN SUCH OFFERING.
FOR THE AVOIDANCE OF DOUBT,
THE SHAREHOLDER SHALL HAVE NO OBLIGATION TO PAY, AND THE COMPANY SHALL BEAR, ALL
INTERNAL EXPENSES OF THE COMPANY (INCLUDING, WITHOUT LIMITATION, ALL FEES,
SALARIES AND EXPENSES OF ITS OFFICERS, EMPLOYEES AND MANAGEMENT) INCURRED IN
CONNECTION WITH PERFORMING OR COMPLYING WITH THE COMPANY'S OBLIGATIONS UNDER
THIS AGREEMENT.
3.3
INFORMATION.
THE SHAREHOLDER SHALL PROVIDE
SUCH INFORMATION AS MAY REASONABLY BE REQUESTED BY THE COMPANY, OR THE MANAGING
UNDERWRITER, IF ANY, IN CONNECTION WITH THE PREPARATION OF ANY REGISTRATION
STATEMENT, INCLUDING AMENDMENTS AND SUPPLEMENTS THERETO, IN ORDER TO EFFECT THE
REGISTRATION OF ANY RESTRICTED SHARES UNDER THE SECURITIES ACT PURSUANT TO
SECTION 2 AND IN CONNECTION WITH THE COMPANY'S OBLIGATION TO COMPLY WITH FEDERAL
AND APPLICABLE STATE SECURITIES LAWS.
3.4
SHAREHOLDER OBLIGATIONS.
THE SHAREHOLDER
MAY NOT PARTICIPATE IN ANY UNDERWRITTEN OFFERING PURSUANT TO SECTION 2 UNLESS
SUCH HOLDER (I) AGREES TO ONLY SELL RESTRICTED SHARES ON THE BASIS REASONABLY
PROVIDED IN ANY UNDERWRITING AGREEMENT, AND (II) COMPLETES, EXECUTES AND
DELIVERS ANY AND ALL QUESTIONNAIRES, LOCK-UP AGREEMENTS, POWERS OF ATTORNEY,
10
CUSTODY AGREEMENTS, INDEMNITIES, UNDERWRITING AGREEMENTS AND OTHER DOCUMENTS
REASONABLY OR CUSTOMARILY REQUIRED BY OR UNDER THE TERMS OF ANY UNDERWRITING
AGREEMENT OR AS REASONABLY REQUESTED BY THE COMPANY.
4.
INDEMNIFICATION AND CONTRIBUTION.
4.1
INDEMNIFICATION BY THE COMPANY.
THE COMPANY
AGREES TO INDEMNIFY AND HOLD HARMLESS THE SHAREHOLDER AND ITS OFFICERS,
EMPLOYEES, AFFILIATES, DIRECTORS, PARTNERS, MEMBERS, ATTORNEYS AND AGENTS, AND
EACH PERSON, IF ANY, WHO CONTROLS THE SHAREHOLDER (WITHIN THE MEANING OF
SECTION 15 OF THE SECURITIES ACT OR SECTION 20 OF THE EXCHANGE ACT) (EACH, A
"SHAREHOLDER INDEMNIFIED PARTY") FROM AND AGAINST ANY EXPENSES, LOSSES,
JUDGMENTS, CLAIMS, DAMAGES OR LIABILITIES, WHETHER JOINT OR SEVERAL, ARISING OUT
OF OR BASED UPON ANY UNTRUE STATEMENT (OR ALLEGEDLY UNTRUE STATEMENT) OF A
MATERIAL FACT CONTAINED IN ANY REGISTRATION STATEMENT UNDER WHICH THE SALE OF
RESTRICTED SHARES WAS REGISTERED UNDER THE SECURITIES ACT, ANY PRELIMINARY
PROSPECTUS, FINAL PROSPECTUS OR SUMMARY PROSPECTUS CONTAINED IN SUCH
REGISTRATION STATEMENT, OR ARISING OUT OF OR BASED UPON ANY OMISSION (OR ALLEGED
OMISSION) TO STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO
MAKE THE STATEMENTS THEREIN NOT MISLEADING, EXCEPT INSOFAR AS SUCH EXPENSE,
LOSS, JUDGMENT, CLAIM, DAMAGE OR LIABILITY ARISES OUT OF OR IS BASED UPON
(A) ANY UNTRUE STATEMENT OR ALLEGEDLY UNTRUE STATEMENT OR OMISSION OR ALLEGED
OMISSION MADE IN SUCH REGISTRATION STATEMENT, PRELIMINARY PROSPECTUS, FINAL
PROSPECTUS OR SUMMARY PROSPECTUS IN RELIANCE UPON AND IN CONFORMITY WITH
INFORMATION FURNISHED IN