Common use of By Holders Clause in Contracts

By Holders. To the extent permitted by law, each Holder, severally and not jointly, will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the Registration Statement, each person, if any, who controls the Company within the meaning of the Registration Statement, each person, if any, who controls the Company within the meaning of the Securities Act or the 1934 Act, any underwriter and any other stockholder selling securities pursuant to the Registration Statement or any of its directors or officers or any person who controls such holder or underwriter, against any losses, claims, damages or liabilities (joint or several) to which any of them may become subject, under the Securities Act, the 1934 Act or other federal state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration, and such Holder will reimburse any legal or other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, damage liability or action; provided, however, that the indemnity agreement contained in this subsection 6(b) shall not apply to amounts paid in settlement of such loss, claim, damage, liability or action if such settlement is effected without the consent of such Holder, which consent shall not be unreasonably withheld; and provided further, that the Holder shall be liable under this paragraph for only that amount of losses, claims, damages and liabilities as does not exceed the proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such registration.

By Holders. To the extent permitted by law, each Holder, severally and not jointly, will indemnify and hold harmless the Subsidiary Company, each of its directors, each of its officers who have signed the Registration Statement, each person, if any, who controls the Company within the meaning of the Registration Statement, each person, if any, who controls the Subsidiary Company within the meaning of the Securities Act or the 1934 Exchange Act, any underwriter and any other stockholder selling securities pursuant to the Registration Statement or any of its directors or officers or any person who controls such holder or underwriter, against any losses, claims, damages or liabilities (joint or several) to which any of them may become subject, under the Securities Act, the 1934 Exchange Act or other federal state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration, and such Holder will reimburse any legal or other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, damage damage, liability or action; provided, however, that the indemnity agreement contained in this subsection 6(b8.4(b) shall not apply to amounts paid in settlement of such loss, claim, damage, liability or action if such settlement is effected without the consent of such Holder, which consent shall not be unreasonably withheld; and provided further, that the Holder shall be liable under this paragraph for only that amount of losses, claims, damages and liabilities as does not exceed the net proceeds to such Holder as a result of the sale of Registrable the Securities pursuant to such registration.

By Holders. To the extent permitted by law, each Holder, severally and not jointly, Holder will indemnify and hold harmless the CompanyExcite, each of its directors, each of its officers who have signed the Registration Statement, each person, if any, who controls the Company Excite within the meaning of the Registration Statement1933 Act, any other employee or agent of Excite, each other Holder, each person, if any, who controls the Company such Holder within the meaning of the Securities Act or the 1934 1933 Act, any underwriter and any other stockholder selling securities pursuant to the Registration Statement employee or any agent of its directors or officers or any person who controls such holder or underwriterHolder, against any losses, claims, damages or liabilities (joint or several) to which Excite or any of them such director, officer, or controlling person, employee or agent may become subject, subject under the Securities 1933 Act, the 1934 Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereofthereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration, Registration Statement; and such Holder will reimburse any legal or other expenses reasonably incurred by Excite or any of them such director, officer, or controlling person, employee or agent in connection with investigating or defending any such loss, claim, damage damage, liability or action; provided, however, that the indemnity agreement contained in this subsection 6(b1.5(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of such Holder, which consent shall not be unreasonably withheld; and provided further, that the total amounts payable in indemnity by Holder shall be liable under this paragraph for only that amount Section 1.5(b) in respect of losses, claims, damages and liabilities as does any Violation shall not exceed the net proceeds to received by Holder in the registered offering out of which such Holder as a result of the sale of Registrable Securities pursuant to such registrationViolation arises.

By Holders. To Each Holder will, if Registrable Securities held by such Holder are included in the extent permitted by lawsecurities as to which such registration, each Holderqualification or compliance is being effected, severally and not jointly, will indemnify and hold harmless the Company, each of its directorsdirectors and officers, each underwriter, if any, of Company's securities covered by such a registration statement, each person who controls Company or such underwriter within the meaning of Section 15 of the Securities Act, and each other Holder, each of its officers who have signed the Registration Statement, and directors and each person, if any, who controls the Company person controlling such Holder within the meaning of the Registration Statement, each person, if any, who controls the Company within the meaning Section 15 of the Securities Act or the 1934 Act, any underwriter and any other stockholder selling securities pursuant to the Registration Statement or any of its directors or officers or any person who controls such holder or underwriter, against any losses, claims, damages or liabilities (joint or several) to which any of them may become subject, under the Securities Act, the 1934 Act or other federal state lawagainst all claims, insofar as such losses, claims, damages or and liabilities (or actions in respect thereof) arise arising out of or are based upon on any Violationuntrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or 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 will reimburse the Company, such other Holders, such directors, officers, persons, underwriters or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent (and extent, but only to the extent) , that such Violation occurs untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to Company by an instrument duly executed by such Holder expressly and stated to be specifically for use in connection with such registrationtherein. Notwithstanding the foregoing, and such the liability of each Holder will reimburse any legal or other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, damage liability or action; provided, however, that the indemnity agreement contained in under this subsection 6(b) 5.6.2 shall not apply be limited to amounts paid in settlement an amount equal to the initial public offering price of such loss, claim, damage, liability or action if such settlement is effected without the consent of shares sold by such Holder, which consent shall not be unreasonably withheld; and provided further, that the Holder shall be liable under this paragraph for only that amount unless such liability arises out of losses, claims, damages and liabilities as does not exceed the proceeds to or is based on willful conduct by such Holder as a result of the sale of Registrable Securities pursuant to such registrationHolder.

By Holders. To the extent permitted by law, each HolderEach Holder will, severally and not jointly, will if Registrable Securities held by such Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify and hold harmless the Company, each of its directorsdirectors and officers, each of its officers who have signed the Registration Statement, each personunderwriter, if any, of the Company’s securities covered by such a registration statement, each person who controls the Company or such underwriter within the meaning of the Registration Statement, each person, if any, who controls the Company within the meaning Section 15 of the Securities Act or the 1934 Act, any underwriter and any other stockholder selling securities pursuant to the Registration Statement or any of its directors or officers or any person who controls such holder or underwriter, against any losses, claims, damages or liabilities (joint or several) to which any of them may become subject, under the Securities Act, the 1934 Act or and each other federal state lawsuch Holder, insofar as such against all claims, losses, claims, damages or and liabilities (or actions in respect thereof) arise thereof arising out of or are based upon on any Violationuntrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or 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 will reimburse the Company, such Holders for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent (and extent, but only to the extent) , that such Violation occurs untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Holder expressly and stated to be specifically for use in connection with such registrationtherein. Notwithstanding the foregoing, and such the liability of each Holder will reimburse any legal or other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, damage liability or action; provided, however, that the indemnity agreement contained in under this subsection 6(b(b) shall not apply be limited in an amount equal to amounts paid in settlement of such loss, claim, damage, liability or action if such settlement is effected without the consent of net proceeds from the offering received by such Holder, which consent shall not be unreasonably withheld; and provided further, that the Holder shall be liable under this paragraph for only that amount unless such registration liability arises out of losses, claims, damages and liabilities as does not exceed the proceeds to or is based on willful conduct by such Holder as a result of the sale of Registrable Securities pursuant to such registrationHolder.

By Holders. To the extent permitted by law, each HolderHolders will, if Registrable Securities held by such Holders are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointlyjointly with any other Holders of Registrable Securities, will indemnify and hold harmless the Company, each of its officers, directors, each of its officers who have signed the Registration Statementpartners, members, managers, shareholders, accountants, attorneys, agents and employees, each person, if any, Person who controls the Company within the meaning of the Registration Statement, each person, if any, who controls the Company within the meaning Section 15 of the Securities Act or (collectively, the 1934 Act, any underwriter and any other stockholder selling securities pursuant to the Registration Statement or any of its directors or officers or any person who controls such holder or underwriter“Holders Indemnified Parties”), against any losses, claims, damages or liabilities (joint or several) to which any of them may become subject, under the Securities Act, the 1934 Act or other federal state lawHolders Indemnifier Parties, insofar as such losses, claims, damages or liabilities (or actions in respect thereofthereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder Holders expressly for use in connection with such registration, ; and each such Holder Holders will reimburse any legal or other expenses reasonably incurred by any of them the Holders Indemnified Parties in connection with investigating or defending any such loss, claim, damage damage, liability or action; : provided, however, that the indemnity agreement contained in this subsection 6(bparagraph 7(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of such Holderthe Holders, which consent shall not be unreasonably withheld; and provided provided, further, that the Holder shall be liable total amounts payable in indemnity by a Holders under this paragraph for only that amount 7(b) in respect of losses, claims, damages and liabilities as does any Violation shall not exceed the net proceeds to received by such Holder as a result Holders in the registered offering out of the sale of Registrable Securities pursuant to which such registrationViolation arises.

By Holders. To the extent permitted by law, each Holder, severally and not jointly, Each Selling Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the Registration Statementofficers, employees, Affiliates and agents, each personunderwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Registration StatementSecurities Act, and each other Selling Holder and Other Holder, each personof its officers, if anydirectors, who controls the Company partners, employees, Affiliates and agents and each person controlling such Selling Holders and Other Holder within the meaning of the Securities Act or the 1934 Act, any underwriter and any other stockholder selling securities pursuant to the Registration Statement or any Section 15 of its directors or officers or any person who controls such holder or underwriter, against any losses, claims, damages or liabilities (joint or several) to which any of them may become subject, under the Securities Act, the 1934 Act or other federal state law, insofar as such lossesagainst all expenses, claims, losses, damages or and liabilities (or actions in respect thereof) arise arising out of or are based upon on any Violationuntrue statement of a material fact contained (or incorporated by reference) in any such registration statement, prospectus, offering circular or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, such Selling Holders, such Other Holders, such directors, officers, partners, employees, Affiliates and agents, underwriters or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent (and extent, but only to the extent) , that such Violation occurs untrue statement or omission is made (or incorporated by reference) in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Selling Holder expressly for use in connection with such registrationtherein. Notwithstanding the foregoing, and such the liability of each Selling Holder will reimburse any legal or other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, damage liability or action; provided, however, that the indemnity agreement contained in under this subsection 6(b(b) shall not apply be limited in an amount equal to amounts paid in settlement of such loss, claim, damage, liability or action if such settlement is effected without the consent of such Holder, which consent shall not be unreasonably withheld; and provided further, that the Holder shall be liable under this paragraph for only that amount of losses, claims, damages and liabilities as does not exceed the gross proceeds to such Holder as a result of the sale of Registrable Securities pursuant to shares sold by such registrationSelling Holder.

By Holders. To Each Holder will, if Registrable Securities held by such Holder are included in the extent permitted by lawsecurities as to which such registration, each Holderqualification or compliance is being effected, severally and not jointly, will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the Registration Statementofficers, each personunderwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Registration StatementSecurities Act, and each other such Holder, each person, if any, who controls the Company of its officers and directors and each person controlling such Holder within the meaning of the Securities Act or the 1934 Act, any underwriter and any other stockholder selling securities pursuant to the Registration Statement or any Section 15 of its directors or officers or any person who controls such holder or underwriter, against any losses, claims, damages or liabilities (joint or several) to which any of them may become subject, under the Securities Act, the 1934 Act or other federal state lawagainst all claims, insofar as such losses, claims, damages or and liabilities (or actions in respect thereof) arise arising out of or are based upon on any Violationuntrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or 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 will reimburse the Company, such Holders, such directors, officers, persons, underwriters or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent (and extent, but only to the extent) , that such Violation occurs untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Holder expressly and stated to be specifically for use in connection with such registrationtherein. Notwithstanding the foregoing, and such the liability of each Holder will reimburse any legal or other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, damage liability or action; provided, however, that the indemnity agreement contained in under this subsection 6(b(b) shall not apply be limited in an amount equal to amounts paid in settlement the public offering price of such loss, claim, damage, liability or action if such settlement is effected without the consent of shares sold by such Holder, which consent shall not be unreasonably withheld; and provided further, that the Holder shall be liable under this paragraph for only that amount unless such liability arises out of losses, claims, damages and liabilities as does not exceed the proceeds to or is based on willful misconduct by such Holder as a result of the sale of Registrable Securities pursuant to such registrationHolder.

By Holders. To the fullest extent permitted by law, each Holder, severally and not jointly, Holder will indemnify and hold harmless the CompanyAcquirer, each of its directors, each of its officers who have signed the Registration Statement, each person, if any, who controls the Company Acquirer within the meaning of the Registration Statement1933 Act, any other employee or agent of Acquirer, each other Holder, each person, if any, who controls the Company such Holder within the meaning of the Securities Act or the 1934 1933 Act, any underwriter and any other stockholder selling securities pursuant to the Registration Statement employee or any agent of its directors or officers or any person who controls such holder or underwriterHolder, against any losses, claims, damages or liabilities (joint or several) to which Acquirer or any of them such director, officer, or controlling person, employee or agent may become subject, subject under the Securities 1933 Act, the 1934 Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereofthereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration, Registration Statement; and such Holder will reimburse any legal or other expenses reasonably incurred by Acquirer or any of them such director, officer, or controlling person, employee or agent in connection with investigating or defending any such loss, claim, damage damage, liability or action; providedPROVIDED, howeverHOWEVER, that the indemnity agreement contained in this subsection 6(b1.5(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of such Holder, which consent shall not be unreasonably withheld; and provided furtherPROVIDED FURTHER, that the total amounts payable in indemnity by Holder shall be liable under this paragraph for only that amount Section 1.5(b) in respect of losses, claims, damages and liabilities as does any Violation shall not exceed the net proceeds to received by Holder in the registered offering out of which such Holder as a result of the sale of Registrable Securities pursuant to such registrationViolation arises.

By Holders. To the extent permitted by lawlaw and subject to Section 1.5(d), each Holder, severally and not jointly, will indemnify and hold harmless the CompanyAmazxx.xxx, each xxch of its directors, each of its officers who have signed the Registration Statementregistration statement, each person, if any, who controls the Company within Amazxx.xxx xxxhin the meaning of the Registration StatementSecurities Act, any other employee or agent of Amazxx.xxx, xxch other Holder, each person, if any, who controls the Company such Holder within the meaning of the Securities Act or the 1934 Act, any underwriter and any other stockholder selling securities pursuant to the Registration Statement employee or any agent of its directors or officers or any person who controls such holder or underwriter, Holder against any losses, claims, damages or liabilities (joint or several) to which Amazxx.xxx xx any of them such director, officer or controlling person, employee or agent may become subject, subject under the Securities Act, the 1934 Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon on any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration, ; and such Holder will reimburse any legal or other expenses reasonably incurred by Amazxx.xxx xx any of them such director, officer or controlling person, employee or agent in connection with investigating or defending any such loss, claim, damage damage, liability or action; provided, however, that the indemnity agreement contained in this subsection 6(bSection 1.5(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of such Holder, which consent shall not be unreasonably withheld; and provided provided, further, that the total amounts payable in indemnity by any Holder shall be liable under this paragraph for only that amount Section 1.5(b) in respect of losses, claims, damages and liabilities as does any Violation shall not exceed the net proceeds to received by such Holder as a result in the registered offering out of the sale of Registrable Securities pursuant to which such registrationViolation arises.

By Holders. To the extent permitted by law, each Holder, severally and not jointly, Holder will indemnify and hold harmless the CompanyGiga-tronics, each of its directors, each of its officers who have signed the Registration Statement, each person, if any, who controls the Company Giga-tronics within the meaning of the Registration Statement, each person, if any, who controls the Company within the meaning of the Securities Act or the 1934 1933 Act, any underwriter and any other stockholder selling securities pursuant to the Registration Statement employee or any agent of its directors or officers or any person who controls such holder or underwriterGiga-tronics, against any losses, claims, damages or liabilities (joint or several) to which Giga-tronics or any of them such director, officer, or controlling person, employee or agent may become subject, subject under the Securities 1933 Act, the 1934 Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereofthereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration, Registration Statement; and such Holder will reimburse any legal or other expenses reasonably incurred by Giga-tronics or any of them such director, officer, or controlling person, employee or agent in connection with investigating or defending any such loss, claim, damage damage, liability or action; provided, however, that the indemnity agreement contained in this subsection 6(b1.5(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of such Holder, which consent shall not be unreasonably withheld; and provided further, that the total amounts payable in indemnity by Holder shall be liable under this paragraph for only that amount Section 1.5(b) in respect of losses, claims, damages and liabilities as does any Violation shall not exceed the net proceeds to received by Holder in the registered offering out of which such Holder as a result of the sale of Registrable Securities pursuant to such registrationViolation arises.

By Holders. To the extent permitted by law, each Holder, Holder (severally and not jointly, jointly with any other Holder) will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the Registration Statementregistration statement, each person, if any, who controls the Company within the meaning of the Registration Statement, and each person, if any, who controls the Company within the meaning of the Securities Act or the 1934 Act, any underwriter (such persons and any other stockholder selling securities pursuant entities referred to the Registration Statement or any of its directors or officers or any person who controls such holder or underwriter, as “Company Indemnified Parties”) against any losses, claims, damages or liabilities (joint or several) Losses to which any of them such Company Indemnified Parties may become subject, subject under the Securities Act, the 1934 Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities Losses (or actions in respect thereofthereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such the Holder expressly for use in connection with such registration, registration statement; and such the Holder will reimburse pay, as incurred, any legal or other expenses reasonably incurred by any of them such Company Indemnified Parties in connection with investigating or defending any such loss, claim, damage liability or actionViolation; provided, however, that the indemnity agreement contained in this subsection 6(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action Loss if such settlement is effected without the consent of such Holder, the Holder (which consent shall not be unreasonably withheldwithheld or delayed); provided further, that the Holder shall not be liable for the reasonable legal fees and expenses of more than one counsel to the Company Indemnified Parties; and provided further, that the total amounts payable in indemnity by the Holder shall be liable under this paragraph for only that amount subsection in respect of losses, claims, damages and liabilities as does any Violation shall not exceed the net proceeds to received by each Holder in the registered offering out of which such Holder as a result of the sale of Registrable Securities pursuant to such registrationViolation arises.

By Holders. To the extent permitted by law, each Holder, severally and not jointly, will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the Registration Statement, each person, if any, who controls the Company within the meaning of the Registration Statement, each person, if any, who controls the Company within the meaning of the Securities Act or the 1934 Exchange Act, any underwriter and any other stockholder selling securities pursuant to the Registration Statement or any of its directors or officers or any person who controls such holder Holder or underwriter, against any losses, claims, damages or liabilities (joint or several) to which any of them may become subject, under the Securities Act, the 1934 Exchange Act or other federal state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registrationRegistration Statement, and such Holder will reimburse any legal or other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, damage damage, liability or action; provided, however, that the indemnity agreement contained in this subsection 6(b7.4(b) shall not apply to amounts paid in settlement of such loss, claim, damage, liability or action if such settlement is effected without the consent of such Holder, which consent shall not be unreasonably withheld; and provided further, that the Holder shall be liable under this paragraph for only that amount of losses, claims, damages and liabilities as does not exceed the net proceeds to such Holder as a result of the sale of Registrable the Securities pursuant to such registration.Registration Statement

By Holders. To Each Holder will, if Registrable Securities held by such Holder are included in the extent permitted by lawsecurities as to which such registration, each Holderqualification or compliance is being effected, severally and not jointly, will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the Registration Statementofficers, each personunderwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Registration StatementSecurities Act, and each person, if any, who controls the Company other such Holder and each person controlling such Holder within the meaning of the Securities Act or the 1934 Act, any underwriter and any other stockholder selling securities pursuant to the Registration Statement or any Section 15 of its directors or officers or any person who controls such holder or underwriter, against any losses, claims, damages or liabilities (joint or several) to which any of them may become subject, under the Securities Act, the 1934 Act or other federal state lawagainst all claims, insofar as such losses, claims, damages or and liabilities (or actions in respect thereof) arise arising out of or are based upon on any Violationuntrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or 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 will reimburse the Company, such Holders, such directors, officers, persons, underwriters or controlling persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent (and extent, but only to the extent) , that such Violation occurs untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information regarding a Holder furnished to the Company by an instrument duly executed by such Holder expressly and stated to be specifically for use in connection with such registrationtherein. Notwithstanding the foregoing, and such the liability of each Holder will reimburse any legal or other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, damage liability or action; provided, however, that the indemnity agreement contained in under this subsection 6(b(b) shall not apply be limited in an amount equal to amounts paid in settlement the public offering price of such loss, claim, damage, liability or action if such settlement is effected without the consent of shares sold by such Holder, which consent shall not be unreasonably withheld; and provided further, that the Holder shall be liable under this paragraph for only that amount unless such liability arises out of losses, claims, damages and liabilities as does not exceed the proceeds to or is based on willful misconduct by such Holder as a result of the sale of Registrable Securities pursuant to such registrationHolder.

By Holders. To the extent permitted by law, each Holder, Holder (severally and not jointly, jointly with any other Holder) will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the Registration Statementregistration statement, each person, if any, who controls the Company within the meaning of the Registration Statement, and each person, if any, who controls the Company within the meaning of the Securities Act or the 1934 Act, any underwriter (such persons and any other stockholder selling securities pursuant entities referred to the Registration Statement or any of its directors or officers or any person who controls such holder or underwriter, as "Company Indemnified Parties") against any losses, claims, damages or liabilities (joint or several) Losses to which any of them such Company Indemnified Parties may become subject, subject under the Securities Act, the 1934 Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities Losses (or actions in respect thereofthereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such the Holder expressly for use in connection with such registration, registration statement; and such the Holder will reimburse pay, as incurred, any legal or other expenses reasonably incurred by any of them such Company Indemnified Parties in connection with investigating or defending any such loss, claim, damage liability or actionViolation; provided, however, that the indemnity agreement contained in this subsection 6(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action Loss if such settlement is effected without the consent of such Holder, the Holder (which consent shall not be unreasonably withheldwithheld or delayed); provided further, that the Holder shall not be liable for the reasonable legal fees and expenses of more than one counsel to the Company Indemnified Parties; and provided further, that the total amounts payable in indemnity by the Holder shall be liable under this paragraph for only that amount subsection in respect of losses, claims, damages and liabilities as does any Violation shall not exceed the net proceeds to received by each Holder in the registered offering out of which such Holder as a result of the sale of Registrable Securities pursuant to such registrationViolation arises.

By Holders. To the extent permitted by law, each Holder, severally and not jointly, selling Holder ---------- will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the Registration Statement, each person, if any, who controls the Company within the meaning of the Registration Statementregistration statement, each person, if any, who controls the Company within the meaning of the Securities Act or Act, legal counsel and accountants for the 1934 ActCompany, any underwriter and (within the meaning of the Securities Act) for the Company, any person who controls such underwriter, any other stockholder Holder selling securities pursuant to the Registration Statement in such registration statement or any of its directors or officers or any person who controls such holder or underwriter, Holder against any losses, claims, damages or liabilities (joint or several) to which any of them the foregoing persons may become subject, under the Securities Act, the 1934 Exchange Act or other federal any state lawsecurities laws, insofar as such losses, claims, damages damages, or liabilities (or actions in respect thereofthereto) arise out of from or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration, ; and each such Holder will reimburse any person intended to be indemnified pursuant to this Section 2.4(b) for any legal or other expenses reasonably incurred by any of them such person in connection with investigating or defending any such loss, claim, damage liability damage, liability, or action; provided, however, that the indemnity agreement contained in this subsection 6(bSection 2.4(b) shall not apply to amounts paid in settlement of any such loss, claim, claim damage, liability or action if such settlement is effected without the consent of such Holder, the Holder (which consent shall not be unreasonably withheld; and provided further), provided, that the Holder in no event shall be liable any indemnity under this paragraph for only that amount of losses, claims, damages and liabilities as does not Subsection 8(b) exceed the gross proceeds to from the offering received by such Holder as a result Holder, unless such liability arises out of the sale of Registrable Securities pursuant to or is based on willful misconduct by such registrationHolder.

By Holders. To Each Holder will, if Registrable Securities held by such Holder are included in the extent permitted by lawsecurities as to which such registration, each Holderqualification or compliance is being effected, severally and not jointly, will indemnify and hold harmless the Company, each of its directorsdirectors and officers, each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, and each other such Holder, each of its officers who have signed the Registration Statement, and directors and each person, if any, who controls the Company person controlling such Holder within the meaning of the Registration Statement, each person, if any, who controls the Company within the meaning Section 15 of the Securities Act or the 1934 Act, any underwriter and any other stockholder selling securities pursuant to the Registration Statement or any of its directors or officers or any person who controls such holder or underwriter, against any losses, claims, damages or liabilities (joint or several) to which any of them may become subject, under the Securities Act, the 1934 Act or other federal state lawagainst all claims, insofar as such losses, claims, damages or and liabilities (or actions in respect thereof) arise arising out of or are based upon on any Violationuntrue statement of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse the Company, such Holders, such directors, officers, persons, underwriters or controlling persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent (and extent, but only to the extent) , that such Violation occurs untrue statement or omission is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Holder expressly and stated to be specifically for use in connection with such registrationtherein. Notwithstanding the foregoing, and such the liability of each Holder will reimburse any legal or other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, damage liability or action; provided, however, that the indemnity agreement contained in under this subsection Subsection 6(b) shall not apply be limited to amounts paid in settlement an amount equal to the initial public offering price of the shares sold by such lossHolder, claim, damage, unless such liability arises out of or action if such settlement is effected without the consent based on willful conduct of such Holder, which consent shall not be unreasonably withheld; and provided further, that the Holder shall be liable under this paragraph for only that amount of losses, claims, damages and liabilities as does not exceed the proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such registration.

By Holders. To the extent permitted by lawlaw and subject to Section 1.5(d), each Holder, severally and not jointly, Holder will indemnify and hold harmless the CompanyAmazxx.xxx, each xxch of its directors, each of its officers who have signed the Registration Statement, each person, if any, who controls the Company within Amazxx.xxx xxxhin the meaning of the Registration StatementSecurities Act, any other employee or agent of Amazxx.xxx, xxch other Holder, each person, if any, who controls the Company such Holder within the meaning of the Securities Act or the 1934 Act, any underwriter and any other stockholder selling securities pursuant to the Registration Statement employee or any agent of its directors or officers or any person who controls such holder or underwriter, Holder against any losses, claims, damages or liabilities (joint or several) to which Amazxx.xxx xx any of them such director, officer or controlling person, employee or agent may become subject, subject under the Securities Act, the 1934 Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereofthereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration, ; and such Holder will reimburse any legal or other expenses reasonably incurred by Amazxx.xxx xx any of them such director, officer or controlling person, employee or agent in connection with investigating or defending any such loss, claim, damage damage, liability or action; provided, however, that the indemnity agreement contained in this subsection 6(bSection 1.5(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of such Holder, which consent shall not be unreasonably withheld; and provided provided, further, that the total amounts payable in indemnity by any Holder shall be liable under this paragraph for only that amount Section 1.5(b) in respect of losses, claims, damages and liabilities as does any Violation shall not exceed the net proceeds to received by such Holder as a result in the registered offering out of the sale of Registrable Securities pursuant to which such registrationViolation arises.

By Holders. To the extent permitted by law, each HolderHolder will, severally and not jointlyif Registrable Securities held by such Holder are included in the securities as to which such registration, will qualification or compliance is being effected, indemnify and hold harmless the Company, each of its directorsdirectors and officers and its legal counsel and independent accountants, each of its officers who have signed the Registration Statement, each personunderwriter, if any, who controls of the Company's securities covered by such a registration statement, each Affiliate of the Company within the meaning of the Registration Statementor such underwriter, and each other such Holder, each person, if any, who controls the Company within the meaning of the Securities Act or the 1934 Act, any underwriter their officers and any other stockholder selling securities pursuant to the Registration Statement or any of its directors or officers or any person who controls such holder or underwriterand each Affiliate, against any losses, claims, damages or liabilities (joint or several) to which any of them may become subject, under the Securities Act, the 1934 Act or other federal state law, insofar as such losses, claims, damages or liabilities all Claims (or actions in respect thereof) arise arising out of or are based upon on any Violationuntrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in each case to light of the extent (and only to the extent) that such Violation occurs circumstances in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registrationwhich they were made, not misleading, and such Holder will reimburse the Company, such Holders, such directors, officers, legal counsel, independent accountants, persons, underwriters or Affiliates for any legal or any other expenses reasonably incurred by any of them in connection with investigating or defending any such lossClaim in each case to the extent, claimbut only to the extent, damage liability that such untrue statement (or action; providedalleged untrue statement) or omission (or alleged omission) is made in such registration statement, howeverprospectus, offering circular or other document in reliance upon and in conformity with information furnished to the Company expressly for use in connection with such registration by such Holder, provided that the indemnity agreement contained in this subsection 6(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action Claim if such settlement is effected without the consent of such the Holder, which consent shall not be unreasonably withheld; and provided further, that the Holder shall be liable under this paragraph for only that amount of losses, claims, damages and liabilities as does not exceed the proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such registrationdelayed or conditioned.

By Holders. To the extent permitted by law, each Holder, ---------- severally and not jointly, will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the Registration Statement, each person, if any, who controls the Company within the meaning of the Registration Statement, each person, if any, who controls the Company within the meaning of the Securities Act or the 1934 Act, any underwriter and any other stockholder selling securities pursuant to the Registration Statement or any of its directors or officers or any person who controls such holder or underwriter, against any losses, claims, damages or liabilities (joint or several) to which any of them may become subject, under the Securities Act, the 1934 Act or other federal state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration, and such Holder will reimburse any legal or other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, damage liability or action; provided, however, that the indemnity agreement contained in this subsection 6(b) shall not apply to amounts paid in settlement of such loss, claim, damage, liability or action if such settlement is effected without the consent of such Holder, which consent shall not be unreasonably withheld; and provided further, that the Holder shall be liable under this paragraph for only that E-170 amount of losses, claims, damages and liabilities as does not exceed the proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such registration.

By Holders. To the extent permitted by law, each Holder, Holder will severally and not jointly, will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the Registration Statement, each person, if any, who controls the Company within the meaning of the Registration Statement, each person, if any, who controls the Company within the meaning of the Securities Act or the 1934 Act, any underwriter and any other stockholder selling securities pursuant to the Registration Statement or any of its directors or officers or any person who controls such holder or underwriter, against any losses, claims, damages or liabilities (joint or several) to which any of them may become subject, under the Securities Act, the 1934 Act or other federal or state securities law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration, and such Holder will reimburse any legal or other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, damage liability or action; provided, however, that the indemnity agreement contained in this subsection 6(b) shall not apply to amounts paid in settlement of such loss, claim, damage, liability or action if such settlement is effected without the consent of such Holder, which consent shall not be unreasonably withheld; and provided further, that the such Holder shall be liable under this paragraph for only that amount of losses, claims, damages and liabilities as does not exceed the proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such registration.

By Holders. To the extent permitted by law, each HolderHolder will, severally and not jointlyif Registrable Securities held by such Holder are included in the securities as to which such registration, will qualification or compliance is being effected, indemnify and hold harmless the Company, each of its directorsdirectors and officers and its legal counsel and independent accountants, each of its officers who have signed the Registration Statement, each personunderwriter, if any, who controls of the Company’s securities covered by such a registration statement, each Affiliate of the Company within the meaning of the Registration Statementor such underwriter, and each other such Holder, each person, if any, who controls the Company within the meaning of the Securities Act or the 1934 Act, any underwriter their officers and any other stockholder selling securities pursuant to the Registration Statement or any of its directors or officers or any person who controls such holder or underwriterand each Affiliate, against any losses, claims, damages or liabilities (joint or several) to which any of them may become subject, under the Securities Act, the 1934 Act or other federal state law, insofar as such losses, claims, damages or liabilities all Claims (or actions in respect thereof) arise arising out of or are based upon on any Violationuntrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in each case to light of the extent (and only to the extent) that such Violation occurs circumstances in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registrationwhich they were made, not misleading, and such Holder will reimburse the Company, such Holders, such directors, officers, legal counsel, independent accountants, persons, underwriters or Affiliates for any legal or any other expenses reasonably incurred by any of them in connection with investigating or defending any such lossClaim in each case to the extent, claimbut only to the extent, damage liability that such untrue statement (or action; providedalleged untrue statement) or omission (or alleged omission) is made in such registration statement, howeverprospectus, offering circular or other document in reliance upon and in conformity with information furnished to the Company expressly for use in connection with such registration by such Holder, provided that the indemnity agreement contained in this subsection 6(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action Claim if such settlement is effected without the consent of such the Holder, which consent shall not be unreasonably withheld; and provided further, that the Holder shall be liable under this paragraph for only that amount of losses, claims, damages and liabilities as does not exceed the proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such registrationdelayed or conditioned.

By Holders. To the extent permitted by law, each Holder, severally and not jointly, selling Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the Registration Statementofficers, each person, if any, who controls the Company within the meaning of the Registration Statement, each personPerson, if any, who controls the Company within the meaning of the Securities Act or the 1934 Act, any underwriter and any other stockholder Holder selling securities pursuant to under the Registration Statement or any of its directors or officers or any person who controls such holder or underwriter, against any losses, claims, damages or liabilities (joint or several) to which the Company or any of them such director, officer, controlling person, or other such Holder may become subject, subject under the Securities Act, the 1934 Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereofthereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration, and . Each such Holder will reimburse any legal or other expenses reasonably incurred by the Company or any of them such director, officer, controlling person, or other Holder in connection with investigating or defending any such loss, claim, damage damage, liability or action; provided, howeverPROVIDED, that the indemnity agreement contained in this subsection 6(b) shall SECTION 4.2 will not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of such Holder, which consent shall will not be unreasonably withheld; and provided furtherPROVIDED, FURTHER, that the total amounts payable in indemnity by a Holder shall be liable under this paragraph for only that amount SECTION 4.2 in respect of losses, claims, damages and liabilities as does any Violation will not exceed the net proceeds to received by such Holder as a result in the registered offering out of the sale of Registrable Securities pursuant to which such registrationViolation arises.

By Holders. To the fullest extent permitted by lawLaw, each Holder, severally and not jointly, Holder will indemnify and hold harmless the CompanyBuyer, each of its directors, each of its officers who have signed the Registration Statementofficers, agents and employees, each personPerson, if any, who controls the Company Buyer within the meaning of the Registration Statement, each person, if any, who controls the Company within the meaning Section 15 of the Securities Act or Section 12 of the 1934 Exchange Act, any underwriter and any other stockholder Holder selling securities pursuant to the under such Registration Statement or any of its directors or officers or any person who controls such holder or underwriterStatement, against any losses, claims, damages or liabilities (joint or several) to which Buyer or any of them such director, officer, agent, employee, controlling Person, underwriter or such other Holder may become subject, subject under the Securities Act, the 1934 Act or Exchange Act, other federal or state lawLaw or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereofthereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration, the Registration Statement; and each such Holder will indemnify and reimburse Buyer and any legal such director, officer, agent, employee, controlling Person, underwriter or other Holder for any reasonable attorneys’ fees and other expenses reasonably incurred by Buyer or any of them such director, officer, agent, employee, controlling Person, underwriter or other Holder in connection with investigating or defending any such loss, claim, damage liability or action; provided, however, that the indemnity agreement contained in this subsection 6(b) shall not apply to amounts paid in settlement of such loss, claim, damage, liability or action if action, as incurred for such settlement is effected without Violation that occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with the consent Registration Statement. In no event will the liability of such Holder, which consent shall not be unreasonably withheld; and provided further, that the any Holder shall be liable under this paragraph for only that amount of losses, claims, damages and liabilities as does not Section 9.6(e): (i) exceed the net proceeds to from the applicable sale of Relevant Shares received by such Holder as or (ii) be based on a result of the sale of Registrable Securities pursuant to such registrationViolation that occurs in reliance upon and in conformity with written information furnished by another Holder.

By Holders. To the extent permitted by law, each HolderHolder will, severally and not jointlyif Registrable Securities held by such Holder are included in the securities as to which such registration, will qualification or compliance is being effected, indemnify and hold harmless the Company, each of its directorsdirectors and officers and its legal counsel and independent accountants, each of its officers who have signed the Registration Statement, each personunderwriter, if any, who controls of the Company’s securities covered by such a registration statement, each Affiliate of the Company within the meaning of the Registration Statementor such underwriter, and each other such Holder, each person, if any, who controls the Company within the meaning of the Securities Act or the 1934 Act, any underwriter their officers and any other stockholder selling securities pursuant to the Registration Statement or any of its directors or officers or any person who controls such holder or underwriterand each Affiliate, against any losses, claims, damages or liabilities (joint or several) to which any of them may become subject, under the Securities Act, the 1934 Act or other federal state law, insofar as such losses, claims, damages or liabilities all Claims (or actions in respect thereof) arise arising out of or are based upon on any Violationuntrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in each case to light of the extent (and only to the extent) that such Violation occurs circumstances in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registrationwhich they were made, not misleading, and such Holder will reimburse the Company, such Holders, such directors, officers, legal counsel, independent accountants, persons, underwriters or Affiliates for any legal or any other expenses reasonably incurred by any of them in connection with investigating or defending any such lossClaim in each case to the extent, claimbut only to the extent, damage liability that such untrue statement (or action; providedalleged untrue statement) or omission (or alleged omission) is made in such registration statement, howeverprospectus, offering circular or other document in reliance upon and in conformity with information furnished to the Company expressly for use in connection with such registration by such Holder, provided that the indemnity agreement contained in this subsection 6(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action Claim if such settlement is effected without the consent of such the Holder, which consent shall not be unreasonably withheld; and provided further, that the Holder shall be liable under this paragraph for only that amount of losses, claims, damages and liabilities as does not exceed the proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such registration.delayed or conditioned. Miromatrix Medical Inc. Investor Rights Agreement