Common use of Holder Indemnification Clause in Contracts

Holder Indemnification. Each Holder of Registrable Securities included in a Registration Statement pursuant to this Agreement shall indemnify and hold harmless the Company, and its officers, directors and each other person, if any, who controls the Company within the meaning of the Securities Act, against all losses, claims, damages or liabilities, joint or several, to which the Company or such persons may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact which was furnished in writing by the Investor to the Company expressly for use in (and such information is contained in) the Registration Statement under which such Registrable Securities were registered under the Securities Act pursuant to this Agreement, any preliminary Prospectus or final Prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the 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 shall reimburse the Company and each such person for any reasonable legal or other expenses incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, provided, however, that a Holder shall be liable in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished in writing to the Company by or on behalf of such Holder specifically for use in any such document. Notwithstanding the provisions of this paragraph, a Holder shall not be required to indemnify any person or entity in excess of the amount of the aggregate net proceeds received by the Holder in respect of Registrable Securities in connection with any such registration under the Securities Act.

Holder Indemnification. Each Holder of will, if Registrable Securities held by such Holder are included in a Registration Statement pursuant the securities as to this Agreement shall which such registration, qualification or compliance is being effected, indemnify and hold harmless the Company, each of its directors and officers and its officerslegal counsel and independent accountants, directors and each other 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 Securities Act, and each other such Holder, each of its officers and directors and each person controlling such Holder within the meaning of Section 15 of the Securities Act, against all claims, losses, claims, damages or liabilities, joint or several, to which the Company or such persons may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or and liabilities (or actions in respect thereof) arise arising out of or are based upon on any untrue statement (or alleged untrue statement statement) of any a material fact which was furnished contained in writing by the Investor to the Company expressly for use in (and any such information is contained in) the Registration Statement under which such Registrable Securities were registered under the Securities Act pursuant to this Agreementregistration statement, any preliminary Prospectus prospectus, offering circular or final Prospectus contained thereinother document, or any amendment or supplement thereof, or arise out of or are based upon the omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall will reimburse the Company and each Company, such person Holders, such directors, officers, legal counsel, independent accountants, underwriters or control persons for any reasonable legal or any other expenses reasonably incurred by them in connection with investigating or defending any such claim, loss, claim, damage, liability or action, in each case to the extent, but only to the extent, that such 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 and stated to be specifically for use therein; provided, however, that a the obligations of any such Holder hereunder shall be liable in any such case if and only limited to an amount equal to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished in writing gross proceeds before expenses and commissions to the Company by or on behalf of such Holder specifically for use in any such document. Notwithstanding the provisions of this paragraph, a Holder shall not be required to indemnify any person or entity in excess of the amount of the aggregate net proceeds received by the Holder in respect of Registrable Securities in connection with any such registration under the Securities Actsold as contemplated herein.

Holder Indemnification. Each Holder of will, if Registrable Securities held by such Holder are included in a Registration Statement pursuant the securities as to this Agreement shall which such registration, qualification, or compliance is being effected, indemnify and hold harmless the Company, and its each of the Company’s directors, officers, directors legal counsel, and accountants, and each other personunderwriter, if any, of the Company’s securities covered by such a registration statement, and each person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, and each other such Holder, and each of their respective officers, directors, and partners, and each person controlling such Holder or other Company stockholder, against all claims, losses, claimsdamages, damages or liabilities, joint or several, to which the Company or such persons may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or and liabilities (or actions in respect thereof) arise arising out of or are based upon on any untrue statement (or alleged untrue statement statement) of any a material fact which was furnished contained in writing by the Investor to the Company expressly for use in (and any such information is contained in) the Registration Statement under which such Registrable Securities were registered under the Securities Act pursuant to this Agreementregistration statement, any preliminary Prospectus prospectus, offering circular, or final Prospectus contained thereinother document, or any amendment or supplement thereof, or arise out of or are based upon the omission (or alleged omission omission) to state therein in such document a material fact required to be stated therein in such document or necessary to make the statements therein in such document not misleading, and shall will reimburse the Company Company, and each such person Holders, and directors, officers, legal counsel, and accountants, and underwriters, and control persons for any reasonable legal or any other expenses reasonably incurred by them in connection with investigating or defending any such claim, loss, claim, damage, liability liability, or action, providedin each case to the extent, however, that a Holder shall be liable in any such case if and but only to the extent extent, that any such loss, claim, damage or liability arises out of or is based upon an untrue statement (or alleged untrue statement statement) or omission (or alleged omission so omission) is made in such registration statement, prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished in writing to the Company by or on behalf of such Holder and stated to be specifically for use in such document; provided that such Holder’s obligations under this Section 1.5(b) will not apply to amounts paid in settlement of any such document. Notwithstanding the provisions of this paragraphclaims, a Holder shall not be required to indemnify any person losses, damages, or entity in excess of the amount of the aggregate net proceeds received by the Holder liabilities (or actions in respect of Registrable Securities such claims, losses, damages, or liabilities) if such settlement is effected without such Holder’s consent (which consent will not be unreasonably withheld, delayed or conditioned); and provided further that in connection no event will any indemnity under this Section 1.5(b) exceed the net proceeds. For purposes of this Section 1.5(b) and Section 1.5(d), the term “net proceeds,” with respect to any particular Holder, means the proceeds from the offering received by such registration under Holder after deducting underwriters’ commissions, discounts, and expenses attributable the Securities Actsecurities sold by such Holder.

Holder Indemnification. Each Holder of will, if Registrable Securities held by such Holder are included in a Registration Statement pursuant the securities as to this Agreement shall which such registration, qualification, or compliance is being effected, indemnify and hold harmless the Company, and its each of the Company’s directors, officers, directors legal counsel, and accountants, and each other personunderwriter, if any, of the Company’s securities covered by such a registration statement, and each person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, and each other such Holder, and each of their respective officers, directors, and partners, and each person controlling such Holder or other Company stockholder, against all claims, losses, claimsdamages, damages or liabilities, joint or several, to which the Company or such persons may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or and liabilities (or actions in respect thereof) arise arising out of or are based upon on any untrue statement (or alleged untrue statement ) of any a material fact which was furnished contained in writing by the Investor to the Company expressly for use in (and any such information is contained in) the Registration Statement under which such Registrable Securities were registered under the Securities Act pursuant to this Agreementregistration statement, any preliminary Prospectus prospectus, offering circular, or final Prospectus contained thereinother document, or any amendment or supplement thereof, or arise out of or are based upon the omission (or alleged omission omission) to state therein in such document a material fact required to be stated therein in such document or necessary to make the statements therein in such document not misleading, and shall will reimburse the Company Company, and each such person Holders, and directors, officers, legal counsel, and accountants, and underwriters, and control persons for any reasonable legal or any other expenses reasonably incurred by them in connection with investigating or defending any such claim, loss, claim, damage, liability liability, or action, providedin each case to the extent, however, that a Holder shall be liable in any such case if and but only to the extent extent, that any such loss, claim, damage or liability arises out of or is based upon an untrue statement (or alleged untrue statement statement) or omission (or alleged omission so omission) is made in such registration statement, prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished in writing to the Company by or on behalf of such Holder and stated to be specifically for use in such document; provided that such Holder’s obligations under this Section 1.7(b) will not apply to amounts paid in settlement of any such document. Notwithstanding the provisions of this paragraphclaims, a Holder shall not be required to indemnify any person losses, damages, or entity in excess of the amount of the aggregate net proceeds received by the Holder liabilities (or actions in respect of Registrable Securities such claims, losses, damages, or liabilities) if such settlement is effected without such Holder’s consent (which consent will not be unreasonably withheld); and provided further that in connection no event will any indemnity under this Section 1.7(b) exceed the Net Proceeds. For purposes of this Section 1.7(b) and Section 1.7(d), the term “Net Proceeds,” with respect to any particular Holder, means the proceeds from the offering received by such registration under Holder after deducting underwriters’ commissions, discounts, and expenses attributable to the Securities Actsecurities sold by such Holder.

Holder Indemnification. Each Holder of whose Registrable Securities Shares are to be included in a Registration Statement pursuant to this Agreement shall registration statement shall, as a condition of such inclusion, severally and not jointly indemnify and hold harmless the Company, and each of its officersdirectors, directors and each other of its officers who have signed such registration statement, each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, each other selling Holder and each person, if any, who controls such other selling Holder within the meaning of Section 15 of the Securities Act, from and against any and all losses, claims, damages damages, expenses or liabilities, joint or several, to which the Company they or such persons any of them may become subject under the Securities Act, the 1934 Act or otherwiseunder any other statute or at common law or otherwise (and, except as hereinafter provided, shall reimburse the Company and each such director, officer, person controlling the Company, Holder or person controlling such Holder for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any actions whether or not resulting in any liability) insofar as such losses, claims, damages or damages, expenses, liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact which was furnished contained or incorporated by reference in writing by the Investor to the Company expressly for use in (and such information is contained in) the Registration Statement any registration statement under which such Registrable Securities Shares were registered under the Securities Act pursuant to this AgreementAct, in any preliminary Prospectus prospectus or final Prospectus contained therein, in the definitive prospectus (or the registration statement or definitive prospectus as from time to time amended or supplemented or any amendment or supplement thereof, document incorporated by reference therein) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, and shall reimburse the Company and each such person for any reasonable legal or other expenses incurred by them in connection with investigating or defending but only insofar as any such loss, claim, damage, liability or action, provided, however, that a Holder shall be liable in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so was made in reliance upon and in conformity with information furnished in writing to the Company in connection therewith by or on behalf of such Holder specifically expressly for use therein. Promptly after receipt of notice of the commencement of any action in respect of which indemnity may be sought against such indemnifying Holder, the Company (or other recipient of such notice) shall notify the indemnifying Holder in writing of the commencement thereof, and the indemnifying Holder shall, subject to the provisions hereinafter stated, assume the defense of such action (including the employment of counsel for the indemnified persons, if requested by any of them, who shall be counsel satisfactory to the Company), and the payment of expenses insofar as such action shall relate to an alleged liability in respect of which indemnity may be sought against such Holder. The Company and each such other indemnified person shall have the right to employ its own separate counsel in any such documentaction and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the indemnifying Holder unless the employment of such counsel has been specifically authorized by such indemnifying Holder. Notwithstanding the provisions of this paragraph, a Such indemnifying Holder shall not be required liable to indemnify any person or entity for any settlement of any such action effected without his consent (which consent shall not be unreasonably withheld). The maximum liability of any Holder under this Section 8(b) in excess of regard to any registration statement shall in no event exceed the amount of the aggregate net proceeds received by such Holder from the Holder in respect sale of its Registrable Securities in connection with any Shares under such registration under the Securities Actstatement.

Holder Indemnification. Each Holder of will, if Registrable Securities held by such Holder are included in a Registration Statement pursuant the securities as to this Agreement shall which such registration, qualification, or compliance is being effected, indemnify and hold harmless the Company, and its each of the Company’s directors, officers, directors legal counsel, and accountants, and each other personunderwriter, if any, of the Company’s securities covered by such a registration statement, and each person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, and each other such Holder, and each of their respective officers, directors, and partners, and each person controlling such Holder or other Company stockholder, against all claims, losses, claimsdamages, damages or liabilities, joint or several, to which the Company or such persons may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or and liabilities (or actions in respect thereof) arise arising out of or are based upon on any untrue statement (or alleged untrue statement ) of any a material fact which was furnished contained in writing by the Investor to the Company expressly for use in (and any such information is contained in) the Registration Statement under which such Registrable Securities were registered under the Securities Act pursuant to this Agreementregistration statement, any preliminary Prospectus prospectus, offering circular, or final Prospectus contained thereinother document, or any amendment or supplement thereof, or arise out of or are based upon the omission (or alleged omission omission) to state therein in such document a material fact required to be stated therein in such document or necessary to make the statements therein in such document not misleading, and shall will reimburse the Company Company, and each such person Holders, and directors, officers, legal counsel, and accountants, and underwriters, and control persons for any reasonable legal or any other expenses reasonably incurred by them in connection with investigating or defending any such claim, loss, claim, damage, liability liability, or action, providedin each case to the extent, however, that a Holder shall be liable in any such case if and but only to the extent extent, that any such loss, claim, damage or liability arises out of or is based upon an untrue statement (or alleged untrue statement statement) or omission (or alleged omission so omission) is made in such registration statement, prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished in writing to the Company by or on behalf of such Holder Xxxxxx and stated to be specifically for use in such document; provided that such Holder’s obligations under this Section 1.6(b) will not apply to amounts paid in settlement of any such document. Notwithstanding the provisions of this paragraphclaims, a Holder shall not be required to indemnify any person losses, damages, or entity in excess of the amount of the aggregate net proceeds received by the Holder liabilities (or actions in respect of Registrable Securities such claims, losses, damages, or liabilities) if such settlement is effected without such Holder’s consent (which consent will not be unreasonably withheld); and provided further that in connection no event will any indemnity under this Section 1.6(b) exceed the Net Proceeds. For purposes of this Section 1.6(b) and Section 1.6(d), the term “Net Proceeds,” with respect to any particular Holder, means the proceeds from the offering received by such registration under Holder after deducting underwriters’ commissions, discounts, and expenses attributable to the Securities Actsecurities sold by such Holder.

Holder Indemnification. Each Holder of will, if ---------------------- Registrable Securities held by such Holder are included in a Registration Statement pursuant the securities as to this Agreement shall which such registration, qualification or compliance is being effected, indemnify and hold harmless the Company, and each of its directors, officers, directors and legal counsel, each other 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 Securities Act, and each other Holder, each of its officers, directors, partners and legal counsel and each person controlling such Holder within the meaning of Section 15 of the Securities Act, against all claims, losses, claims, damages or liabilities, joint or several, to which the Company or such persons may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or and liabilities (or actions in respect thereof) arise arising out of or are based upon on any untrue statement (or alleged untrue statement statement) of any a material fact which was furnished contained in writing by the Investor to the Company expressly for use in (and any such information is contained in) the Registration Statement under which such Registrable Securities were registered under the Securities Act pursuant to this Agreementregistration statement, any preliminary Prospectus prospectus, offering circular or final Prospectus contained thereinother document, or any amendment or supplement thereof, or arise out of or are based upon the omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by such Holder of the Securities Act or the Exchange Act or any rule or regulation promulgated under the Securities Act or the Exchange Act applicable to such Holder in connection with any such registration, qualification or compliance, and shall such Holder will reimburse the Company and each Company, such person Holders, such directors, officers, persons, underwriters or control persons for any reasonable legal or any other expenses reasonably incurred by them in connection with investigating or defending any such claim, loss, claim, damage, liability or action, providedin each case to the extent, however, that a Holder shall be liable in any such case if and but only to the extent extent, that any such loss, claim, damage or liability arises out of or is based upon an untrue statement (or alleged untrue statement statement) or omission (or alleged omission so omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished in writing to the Company by or on behalf of an instrument duly executed by such Holder and stated to be specifically for use in any such documenttherein. Notwithstanding the provisions foregoing, the liability of each Holder under this paragraph, a subsection (b) shall be limited to an amount equal to the net proceeds to each such Holder shall of Registrable Securities sold as contemplated herein. A Holder will not be required to indemnify enter into any person agreement or entity in excess of the amount of the aggregate net proceeds received by the Holder in respect of Registrable Securities undertaking in connection with any such registration under this Section 2 providing for any indemnification or contribution on the Securities Actpart of such Holder greater than the Holder's obligations under this Section 2.7(b).

Holder Indemnification. Each Holder of Registrable Securities included in a Registration Statement pursuant to this Agreement shall indemnify and hold harmless the Company, and its officers, directors and each other person, if any, who controls the Company within the meaning of the Securities Act, against all losses, claims, damages or liabilities, joint or several, to which the Company or such persons may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact which was furnished in writing by the Investor Investors to the Company expressly for use in (and such information is contained in) the Registration Statement under which such Registrable Securities were registered under the Securities Act pursuant to this Agreement, any preliminary Prospectus or final Prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the 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 shall reimburse the Company and each such person for any reasonable legal or other expenses incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, provided, however, that a Holder shall be liable in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished in writing to the Company by or on behalf of such Holder specifically for use in any such document. Notwithstanding the provisions of this paragraph, a Holder shall not be required to indemnify any person or entity in excess of the amount of the aggregate net proceeds received by the Holder in respect of Registrable Securities in connection with any such registration under the Securities Act.

Holder Indemnification. Each Holder of will, if Registrable Securities held by such Holder are included in a Registration Statement the securities as to which registration, qualification or compliance has been effected pursuant to this Agreement shall Agreement, indemnify and hold harmless the Company, each of its directors and its officers, directors and each other 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 Securities Act, and each other such Holder, each of its officers and directors and each person controlling such Holder within the meaning of Section 15 of the Securities Act, against all claims, losses, claims, damages or liabilities, joint or several, to which the Company or such persons may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or and liabilities (or actions in respect thereof) arise arising out of or are based upon on any untrue statement (or alleged untrue statement statement) of any a material fact which was furnished contained in writing by the Investor to the Company expressly for use in (and any such information is contained in) the Registration Statement under which such Registrable Securities were registered under the Securities Act pursuant to this Agreementregistration statement, any preliminary Prospectus prospectus, offering circular or final Prospectus contained thereinother document, or any amendment or supplement thereof, or arise out of or are based upon the omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall will reimburse the Company and each Company, such person Holders, such directors, officers, underwriters or control persons for any reasonable legal or any other expenses reasonably incurred by them in connection with investigating or defending any such claim, loss, claim, damage, liability or action, providedin each case to the extent, however, that a Holder shall be liable in any such case if and but only to the extent extent, that any such loss, claim, damage or liability arises out of or is based upon an untrue statement (or alleged untrue statement statement) or omission (or alleged omission so omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished in writing to the Company by or on behalf of such Holder and stated to be specifically for use in therein; provided, however, that the obligations of any such document. Notwithstanding Holder hereunder shall be limited to an amount equal to the provisions of this paragraph, a gross proceeds before expenses and commissions to such Holder shall not be required to indemnify any person or entity in excess of the amount of the aggregate net proceeds received by the Holder in respect of Registrable Securities in connection with any such registration under the Securities Actsold as contemplated herein.

Holder Indemnification. Each To the extent permitted by law, each Holder of will, if Registrable Securities held by such Holder are included in a Registration Statement pursuant the securities as to this Agreement shall which such registration, qualification or compliance is being effected, indemnify and hold harmless the Company, each of its directors and officers and its officerslegal counsel and independent accountants, directors and each other 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 Securities Act, and each other such selling Holder, each of its officers and directors and each person controlling such Holder within the meaning of Section 15 of the Securities Act, against all claims, losses, claims, damages or liabilities, joint or several, to which the Company or such persons may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or and liabilities (or actions in respect thereof) arise arising out of or are based upon on any untrue statement (or alleged untrue statement statement) of any a material fact which was furnished contained in writing by the Investor to the Company expressly for use in (and any such information is contained in) the Registration Statement under which such Registrable Securities were registered under the Securities Act pursuant to this Agreementregistration statement, any preliminary Prospectus prospectus, offering circular or final Prospectus contained thereinother document, or any amendment or supplement thereof, or arise out of or are based upon the omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall will reimburse the Company and each Company, such person Holders, such directors, officers, employees, legal counsel, independent accountants, underwriters or control persons for any reasonable legal or any other expenses reasonably incurred by them in connection with investigating or defending any such claim, loss, claim, damage, liability or action, providedin each case to the extent, however, that a Holder shall be liable in any such case if and but only to the extent extent, that any such loss, claim, damage or liability arises out of or is based upon an untrue statement (or alleged untrue statement statement) or omission (or alleged omission so omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished in writing to the Company by an instrument duly executed by or on behalf of such Holder, related to such Holder and stated to be specifically for use therein; provided, however, that the obligations of such Holder hereunder shall not apply to amounts paid in settlement of any such document. Notwithstanding claims, losses, damages or liabilities (or actions in respect thereof) if such settlement is effected without the provisions consent of this paragraph, a such Holder (which consent shall not be required unreasonably withheld) and that the obligations of any such Holder hereunder shall be limited to indemnify any person or entity in excess of an amount equal to the amount of the aggregate net proceeds received actually realized by such Holder upon the Holder in respect sale of those Registrable Securities in connection with any which were covered by such registration under statement, prospectus, offering circular or other document in which the Securities Actalleged statement or omission appeared as contemplated herein.

Holder Indemnification. Each To the extent permitted by law, Holder of Registrable Securities included in a Registration Statement pursuant to this Agreement shall will indemnify and hold harmless Athena, each of its directors, each of its officers who have signed the Companyregistration statement, and its officers, directors and each other person, if any, who controls the Company Athena within the meaning of the Securities 1933 Act, each agent and any underwriter for Athena, and any holder selling securities in such registration statement or any of its directors, officers, partners, agents or employees or any person who controls such holder or underwriter, against all any losses, claims, damages or liabilities, liabilities (joint or several, ) to which the Company Athena or any such persons director, officer, controlling person, agent or underwriter or controlling person, or other such holder or director, officer or controlling person, may become subject subject, under the Securities 1933 Act, the 1934 Act or otherwiseother 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 untrue statement or alleged untrue statement of any material fact which was furnished Violation, in writing by the Investor each case to the Company extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by or on behalf of Holder expressly for use in (connection with such registration; and such information is contained in) the Registration Statement under which such Registrable Securities were registered under the Securities Act pursuant to this Agreement, Holder will reimburse any preliminary Prospectus or final Prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the 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 shall reimburse the Company and each such person for any reasonable legal or other expenses reasonably incurred by them Athena or any such director, officer, controlling person, agent or underwriter or controlling person, or other holder, officer, director, partner, agent, employee or controlling person, in connection with investigating or defending any such loss, claim, damage, liability or action, ; provided, however, that the indemnity agreement contained in this Section 6.2 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 Holder, which consent shall not be unreasonably withheld, nor, in the case of a sale directly by Athena of its securities (including a sale of such securities through any underwriter retained by Athena to engage in a distribution solely on behalf of Athena), shall Holder shall be liable to Athena in any case in which such case if untrue statement or omission or alleged untrue statement or alleged omission was contained in a preliminary prospectus and only corrected in a final or amended prospectus, and Athena failed to deliver a copy of the final or amended prospectus at or prior to the extent that confirmation of the sale of the securities to the person asserting any such loss, claim, damage or liability arises out in any case where such delivery is required by the 1933 Act; and provided, further, that the indemnification obligation of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished in writing Holder shall be limited to the Company by or on behalf of such Holder specifically for use in any such document. Notwithstanding the provisions of this paragraph, a Holder shall not be required to indemnify any person or entity in excess aggregate public offering price of the amount of the aggregate net proceeds received by the Holder in respect of Registrable Securities in connection with any sold by Holder pursuant to such registration under the Securities Actregistration.

Holder Indemnification. Each To the extent permitted by law, each selling Holder of Registrable Securities included in a Registration Statement pursuant to this Agreement shall will indemnify and hold harmless the Company, and each of its directors, each of its officers, directors and each other person, if any, who controls the Company within the meaning of the Securities Act, any underwriter and any other Holder selling securities under such registration statement or any of such other Holder's partners, directors or officers or any person who controls such Holder, against all any losses, claims, damages or liabilities, liabilities joint or several, ) to which the Company or any such persons director, officer, controlling person, underwriter or other such Holder, or partner, director, officer or controlling person of such other Holder may become subject under the Securities Act, the 1934 Act or otherwiseother 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 untrue statement or alleged untrue statement of any material fact which was furnished Violation, in writing by the Investor each case to the Company expressly extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder under an instrument duly executed by such Holder and stated to be specifically for use in (and connection with such information is contained in) the Registration Statement under which such Registrable Securities were registered under the Securities Act pursuant to this Agreement, any preliminary Prospectus or final Prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the 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 shall reimburse the Company registration; and each such person for Holder will reimburse any reasonable legal or other expenses reasonably incurred by them the Company or any such director, officer, controlling person, underwriter or other Holder, or partner, officer, director or controlling person of such other Holder in connection with investigating or defending any such loss, claim, damage, liability or action, ; provided, however, that a Holder the indemnity agreement contained in this Section 3.8.2 shall be liable not apply to amounts paid in any such case if and only to the extent that settlement of any such loss, claim, damage damage, liability or liability arises out of or action if such settlement is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished in writing to effected without the Company by or on behalf consent of such Holder specifically for use in any such document. Notwithstanding the provisions of this paragraphHolder, a Holder which consent shall not be required to indemnify unreasonably withheld; provided further, that in no event shall any person or entity in excess of indemnity under this Section 3.8 exceed the amount of the aggregate net proceeds from the offering received by the Holder in respect of Registrable Securities in connection with any such registration under the Securities ActHolder.

Holder Indemnification. Each Holder of will, if Registrable Securities held by such Holder are included in a Registration Statement pursuant the securities as to this Agreement shall which such registration is being effected, indemnify and hold harmless the Company, each of its directors and its officers, directors and other holders of the Company's securities being sold under such registration statement, each other person, if any, person who controls the Company within the meaning of Section 15 of the Securities Act, and each other such Holder, each of its officers and directors and each person controlling such Holder within the meaning of Section 15 of the Securities Act, against all claims, losses, claims, damages or liabilities, joint or several, to which the Company or such persons may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or and liabilities (or actions in respect thereof) arise arising out of or are based upon on any untrue statement (or alleged untrue statement statement) of any a material fact which was furnished contained in writing by the Investor to the Company expressly for use in (and any such information is contained in) the Registration Statement under which such Registrable Securities were registered under the Securities Act pursuant to this Agreementregistration statement, any preliminary Prospectus prospectus, offering circular or final Prospectus contained thereinother document, or any amendment or supplement thereof, or arise out of or are based upon the omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Holder of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to the Holder, and shall will reimburse the Company and each Company, such person other Holders, such directors, officers, persons, underwriters or control persons for any reasonable legal or any other expenses incurred by them reasonably incurred, as such expenses are incurred, in connection with investigating or defending any such claim, loss, damage, liability or action, but in the case of the Company or the other Holders or their officers, directors or controlling persons, only to the extent that such 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 any information furnished to the Company by such Holder in writing and expressly stated for use in connection with such registration; provided, however, that the indemnity agreement contained in this subsection 2.4(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action, provided, however, that a action if such settlement is effected without the prior consent of the Holder shall be liable in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished in writing to the Company by or on behalf of such Holder specifically for use in any such document. Notwithstanding the provisions of this paragraph, a Holder (which consent shall not be required to indemnify unreasonably withheld); and provided, further, that the total amounts payable in indemnity by a Holder under this Section 2.4(b) in respect of any person or entity in excess of violation shall not exceed the amount of the aggregate net proceeds received by the such Holder in respect the registered offering out of Registrable Securities in connection with any which such registration under the Securities Actviolation arises.

Holder Indemnification. Each Holder In the event of any registration of any of the Registrable Shares under the Securities included in a Registration Statement Act pursuant to this Agreement shall Agreement, each seller of Registrable Shares, severally and not jointly, will indemnify and hold harmless the Company, and each of its officers, directors and officers and each other underwriter (if any) and each person, if any, who controls the Company or any such underwriter within the meaning of the Securities Act or the Exchange Act, against all any losses, claims, damages or liabilities, joint or several, to which the Company Company, such directors and officers, underwriter or such persons controlling person may become subject under the Securities Act Act, the Exchange Act, state securities or Blue Sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact which was furnished contained in writing by the Investor to the Company expressly for use in (and such information is contained in) the any Registration Statement under which such Registrable Securities Shares were registered under the Securities Act pursuant to this AgreementAct, any preliminary Prospectus prospectus or final Prospectus prospectus contained thereinin the Registration Statement, or any amendment or supplement thereofto the Registration Statement, or arise out of or are based upon the 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, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of such seller, specifically for use in connection with the preparation of such Registration Statement, prospectus, amendment or supplement; provided, however, that the obligations of a Stockholder hereunder shall be limited to an amount equal to the net proceeds to such Stockholder of Registrable Shares sold as contemplated herein. Subject to the limitations set forth in the preceding sentence, such seller will reimburse the Company Company, such directors and each such officers, underwriter or controlling person for any reasonable legal or any other expenses reasonably incurred by them such person in connection with investigating or defending any such loss, claim, damage, liability or action, provided, however, that a Holder shall be liable in any action promptly as such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished in writing to the Company by or on behalf of such Holder specifically for use in any such document. Notwithstanding the provisions of this paragraph, a Holder shall not be required to indemnify any person or entity in excess of the amount of the aggregate net proceeds received by the Holder in respect of Registrable Securities in connection with any such registration under the Securities Actexpenses are incurred.

Holder Indemnification. Each To the extent permitted by law, each selling ---------------------- Holder of Registrable Securities included in a Registration Statement pursuant to this Agreement shall will indemnify and hold harmless the Company, and each of its officersdirectors, directors and each other of its officers who have signed the registration statement, each person, if any, who controls the Company within the meaning of the Securities 1933 Act, each agent and any underwriter for the Company, and any other Holder selling securities in such registration statement or any of its directors, officers, partners, agents or employees or any person who controls such Holder or underwriter, against all any losses, claims, damages damages, or liabilities, liabilities (joint or several, ) to which the Company or any such persons director, officer, controlling person, agent or underwriter or controlling person, or other such Holder or director, officer or controlling person may become subject subject, under the Securities 1933 Act, the 1934 Act or otherwiseother 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 untrue statement or alleged untrue statement of any material fact which was furnished Violation, in writing by the Investor each case to the Company expressly extent that such Violation occurs in reliance upon and in conformity with information furnished (or omitted to be furnished) by or on behalf of such Holder for use in (and connection with such information is contained in) the Registration Statement under which such Registrable Securities were registered under the Securities Act pursuant to this Agreement, any preliminary Prospectus or final Prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the 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 shall reimburse the Company registration; and each such person for Holder will reimburse any reasonable legal or other expenses reasonably incurred by them the Company or any such director, officer, controlling person, officer, director, partner, agent, employee, or controlling person in connection with investigating investigating, defending or defending settling any such loss, claim, damage, liability liability, or action, provided, however, that a Holder . The indemnity agreement contained in this Section 1.8(b) shall be liable not apply to amounts paid in settlement of any such case if and only to the extent that any such loss, claim, damage damage, liability or liability arises out action if such settlement is effected without the consent of or is based upon an the Holder, which consent shall not be unreasonably withheld nor, in the case of a sale directly by the Company of its securities (including a sale of such securities through any underwriter retained by the Company to engage in a distribution solely on behalf of the Company), the Holder be liable to the Company in any case which such untrue statement or alleged untrue statement or omission or alleged omission so made was contained in conformity with information furnished a preliminary prospectus and corrected in writing a final or amended prospectus, and the Company failed to deliver a copy of the final or amended prospectus at or prior to the Company by confirmation of the sale of the securities to the person asserting any such loss, claim, damage or on behalf of such Holder specifically for use liability in any case where such document. Notwithstanding the provisions of this paragraph, a Holder shall not be delivery is required to indemnify any person or entity in excess of the amount of the aggregate net proceeds received by the Holder in respect of Registrable Securities in connection with any such registration under the Securities 1933 Act.

Holder Indemnification. Each To the extent permitted by law, each selling Holder of Registrable Securities included in a Registration Statement pursuant to this Agreement shall will indemnify and hold harmless the Company, and each of its officers, directors and directors, partners, agents, employees, each other person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, and any underwriter for the Company, and any other Holder selling securities in such registration statement or any of its directors, officers, partners, agents or employees or any person who controls such Holder or any underwriter, against all any losses, claims, damages or liabilities, liabilities (joint or several, ) to which the Company or any such persons director, officer, partner, agent, employee or controlling person, or underwriter, or other such Holder or director, partner, agent, employee, officer or controlling person or underwriter may become subject subject, under the Securities Act, the Exchange Act or other federal or state law or otherwise, and to reimburse them for any legal or any other expenses reasonably incurred by them in connection with investigating any claim, or defending any action or proceeding, insofar as such losses, claims, damages or liabilities (or actions in respect thereofthereto) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact which was furnished Violation, in writing by the Investor each case to the Company extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by or on behalf of such Holder expressly for use in connection with such registration; PROVIDED, HOWEVER, that (and such information is contained ina) the Registration Statement under which liability of any Holder hereunder shall be limited to the amount of proceeds received by such Registrable Securities were registered under Holder in the Securities Act pursuant offering giving rise to the Violation or if the offering is terminated, the amount such Holder would have received; and (b) the indemnity provisions in this Agreement, any preliminary Prospectus or final Prospectus contained therein, or any amendment or supplement thereof, or arise out Section 7.2 shall not apply to amounts paid in settlement of or are based upon the 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 shall reimburse the Company and each such person for any reasonable legal or other expenses incurred by them in connection with investigating or defending any such loss, claim, damage, liability or actionaction if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld), provided, however, that a nor shall the Holder shall be liable to the Company in any such case if and only to the extent that any in which such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made was contained in conformity with information furnished a preliminary prospectus and corrected in writing a final or amended prospectus, and the Company failed to deliver a copy of the final or amended prospectus at or prior to the Company by confirmation of the sale of the securities to the person asserting any such loss, claim, damage or on behalf of such Holder specifically for use liability in any case where such document. Notwithstanding the provisions of this paragraph, a Holder shall not be delivery is required to indemnify any person or entity in excess of the amount of the aggregate net proceeds received by the Holder in respect of Registrable Securities in connection with any Act and such registration under the Securities Actloss, claim, damage, liability or action would not have occurred but for such failure.

Holder Indemnification. Each Holder of Registrable Securities included in a Registration Statement pursuant to this Agreement shall indemnify and hold harmless the Company, and its officers, directors and each other person, if any, who controls the Company within the meaning of the Securities Act, against all losses, claims, damages or liabilities, joint or several, to which the Company or such persons may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are (i) based upon (a) the purchase or sale of Registrable Securities during a suspension as set forth in Sections 3.1(f) or 3.1(h) hereof, in each case after written notice of such suspension was given to the Designated Holder pursuant to the terms hereof or (b) any untrue statement or alleged untrue statement of any material fact which was furnished in writing by the Investor Holder to the Company expressly for use in (and such information is contained in) the Registration Statement under which such Registrable Securities were registered under the Securities Act pursuant to this Agreement, any preliminary Prospectus or final Prospectus contained therein, or any amendment or supplement thereof, or (ii) arise out of or are based upon the 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 shall reimburse the Company and each such person for any reasonable legal or other expenses incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, provided, however, that a Holder shall be liable in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished in writing to the Company by or on behalf of such Holder specifically for use in any such document. Notwithstanding the provisions of this paragraph, a Holder shall not be required to indemnify any person or entity in excess of the amount of the aggregate net proceeds received by the Holder in respect of Registrable Securities in connection with any such registration under the Securities Act.

Holder Indemnification. Each To the extent permitted by law, Holder of Registrable Securities included in a Registration Statement pursuant to this Agreement shall will indemnify and hold harmless A-Fem, each of its directors, each of its officers who have signed the Companyregistration statement, and its officers, directors and each other person, if any, who controls the Company A-Fem within the meaning of the Securities 1933 Act, against all any losses, claims, damages or liabilities, liabilities (joint or several, ) to which the Company A-Fem or any such persons may become subject director, officer or controlling person, under the Securities 1933 Act, the 1934 Act or otherwiseother 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 untrue statement or alleged untrue statement of any material fact which was furnished Violation, in writing by the Investor each case to the Company extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by or on behalf of Holder expressly for use in (connection with such registration; and such information is contained in) the Registration Statement under which such Registrable Securities were registered under the Securities Act pursuant to this Agreement, Holder will reimburse any preliminary Prospectus or final Prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the 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 shall reimburse the Company and each such person for any reasonable legal or other expenses reasonably incurred by them A-Fem or any such director, officer or controlling person, in connection with investigating or defending any such loss, claim, damage, liability or action, ; provided, however, that the indemnity agreement contained in this Section 6.2 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 Holder, which consent shall not be unreasonably withheld, nor, in the case of a sale directly by A-Fem of its securities (including a sale of such securities through any underwriter retained by A-Fem to engage in a distribution solely on behalf of A-Fem), shall Holder shall be liable to A-Fem in any case in which such case if untrue statement or omission or alleged untrue statement or alleged omission was contained in a preliminary prospectus and only corrected in a final or amended prospectus, and A-Fem failed to deliver a copy of the final or amended prospectus at or prior to the extent that confirmation of the sale of the securities to the person asserting any such loss, claim, damage or liability arises out in any case where such delivery is required by the 1933 Act; and provided, further, that the 8 indemnification obligation of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished in writing Holder shall be limited to the Company by or on behalf of such Holder specifically for use in any such document. Notwithstanding the provisions of this paragraph, a Holder shall not be required to indemnify any person or entity in excess aggregate public offering price of the amount of the aggregate net proceeds received by the Holder in respect of Registrable Securities in connection with any sold by Holder pursuant to such registration under the Securities Actregistration.

Holder Indemnification. Each Holder of will, if Registrable Securities held by such Holder are included in a Registration Statement the securities as to which registration, qualification or compliance is being effected pursuant to this Agreement shall Agreement, indemnify and hold harmless the Company, each of its directors and its officers, directors and each other 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 Securities Act, and each other such Holder, each of such other Holder's officers and directors and each person controlling such Holder within the meaning of Section 15 of the Securities Act, against all claims, losses, claims, damages or liabilities, joint or several, to which the Company or such persons may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or and liabilities (or actions in respect thereof) arise arising out of or are based upon on any untrue statement (or alleged untrue statement statement) of any a material fact which was furnished contained in writing by the Investor to the Company expressly for use in (and any such information is contained in) the Registration Statement under which such Registrable Securities were registered under the Securities Act pursuant to this Agreementregistration statement, any preliminary Prospectus prospectus, offering circular or final Prospectus contained thereinother document, or any amendment or supplement thereof, or arise out of or are based upon the omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall will reimburse the Company and each Company, such person Holders, such directors, officers, underwriters or control persons for any reasonable legal or any other expenses reasonably incurred by them in connection with investigating or defending any such claim, loss, claim, damage, liability or action, in each case to EXHIBIT 10.118 (CONTINUED) the extent, but only to the extent, that such 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 and stated to be specifically for use therein or for sales in violation of Sections 8.1 or 8.2; provided, however, that a the obligations of any such Holder hereunder shall be liable in any such case if and only limited to an amount equal to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished in writing net proceeds after expenses and commissions to the Company by or on behalf of such Holder specifically for use in any such document. Notwithstanding the provisions of this paragraph, a Holder shall not be required to indemnify any person or entity in excess of the amount of the aggregate net proceeds received by the Holder in respect of Registrable Securities in connection with any such registration under the Securities Actsold as contemplated herein.

Holder Indemnification. Each To the extent permitted by law, each Holder of will, if Registrable Securities held by such Holder are included in a Registration Statement pursuant the securities as to this Agreement shall which such registration, qualification or compliance is being effected, indemnify and hold harmless the Company, each of its directors and officers and its officerslegal counsel and independent accountants, directors and each other 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 Securities Act, and each selling Holder, each of its officers and directors and each person controlling such Holder within the meaning of Section 15 of the Securities Act, against all claims, losses, claims, damages or liabilities, joint or several, to which the Company or such persons may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or and liabilities (or actions in respect thereof) arise arising out of or are based upon on any untrue statement (or alleged untrue statement statement) of any a material fact which was furnished contained in writing by the Investor to the Company expressly for use in (and any such information is contained in) the Registration Statement under which such Registrable Securities were registered under the Securities Act pursuant to this Agreementregistration statement, any preliminary Prospectus prospectus, offering circular or final Prospectus contained thereinother document, or any amendment or supplement thereof, or arise out of or are based upon the omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall will reimburse the Company and each Company, such person Holders, such directors, officers, legal counsel, independent accountants, underwriters or control persons for any reasonable legal or any other expenses reasonably incurred by them in connection with investigating or defending any such claim, loss, claim, damage, liability or action, providedin each case to the extent, however, that a Holder shall be liable in any such case if and but only to the extent extent, that any such loss, claim, damage or liability arises out of or is based upon an untrue statement (or alleged untrue statement statement) or omission (or alleged omission so omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished in writing to the Company by or on behalf of such Holder and stated to be specifically for use in therein; provided, however, that the obligations of any such document. Notwithstanding Holder hereunder shall be limited to an amount equal to the provisions of this paragraph, a gross proceeds before expenses and commissions to such Holder shall not be required to indemnify any person or entity in excess of the amount of the aggregate net proceeds received by the Holder in respect of Registrable Securities in connection with any such registration under the Securities Actsold as contemplated herein.

Holder Indemnification. Each Holder of will, if Registrable ---------------------- Securities held by such Holder are included in a Registration Statement pursuant the securities as to this Agreement shall which such registration, qualification, or compliance is being effected, indemnify and hold harmless the Company, each of its directors and its officers, directors and each other 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 Securities Act, each other Holder and each Other Holder, and each of its officers, directors, and partners and each person controlling such other Holder or Other Holder, against all claims, losses, claims, damages or liabilities, joint or several, to which the Company or such persons may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or and liabilities (or actions in respect thereof) arise arising out of or are based upon on (i) any untrue statement (or alleged untrue statement statement) by such Holder of any a material fact which was furnished contained in writing any such registration statement, prospectus by the Investor to the Company expressly for use in (and such information is contained in) the Registration Statement under which such Registrable Securities were registered under the Securities Act pursuant to this AgreementHolder, any preliminary Prospectus offering circular, or final Prospectus contained thereinother similar document, or any amendment or supplement thereof, or arise out of or are based upon the omission (or alleged omission omission) by such Holder to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in the light of the circumstances under which they were made, and shall will reimburse the Company and each Company, such person other Holders, such directors, officers, persons, underwriters, or control persons for any reasonable legal or any other expenses reasonably incurred by them in connection with investigating or defending any such claim, loss, claim, damage, liability liability, or action, as incurred, in each case to the extent, but only to the extent, that such 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 expressly for use in the registration statement by such Holder, or (ii) any violation by such Holder, in connection with a non-underwritten offering, of any federal, state, or common law rule or regulation applicable to such Holder in connection with the distribution of securities pursuant to a registration statement, and will reimburse the Company, such other Holders, such directors, officers, persons, or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability, or action, as incurred; provided, however, that a the obligations of each such Holder hereunder shall be liable in any such case if and only limited to an amount equal to the extent that any such loss, claim, damage or liability arises out aggregate proceeds (net of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished in writing to the Company payment of all expenses) received by or on behalf of such Holder specifically for use in any such document. Notwithstanding the provisions of this paragraph, a Holder shall not be required to indemnify any person or entity in excess of the amount of the aggregate net proceeds received by the Holder in respect of Registrable Securities in connection with any such registration under the Securities Actoffering.

Holder Indemnification. Each To the extent permitted by law, Holder of Registrable Securities included in a Registration Statement pursuant to this Agreement shall will indemnify and hold harmless A-Fem, each of its directors, each of its officers who have signed the Companyregistration statement, and its officers, directors and each other person, if any, who controls the Company A-Fem within the meaning of the Securities 1933 Act, against all any losses, claims, damages or liabilities, liabilities (joint or several, ) to which the Company A-Fem or any such persons may become subject director, officer or controlling person, under the Securities 1933 Act, the 1934 Act or otherwiseother 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 untrue statement or alleged untrue statement of any material fact which was furnished Violation, in writing by the Investor each case to the Company extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by or on behalf of Holder expressly for use in (connection with such registration; and such information is contained in) the Registration Statement under which such Registrable Securities were registered under the Securities Act pursuant to this Agreement, Holder will reimburse any preliminary Prospectus or final Prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the 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 shall reimburse the Company and each such person for any reasonable legal or other expenses reasonably incurred by them A-Fem or any such director, officer or controlling person, in connection with investigating or defending any such loss, claim, damage, liability or action, ; provided, however, that the indemnity agreement contained in this Section 6.2 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 Holder, which consent shall not be unreasonably withheld, nor, in the case of a sale directly by A-Fem of its securities (including a sale of such securities through any underwriter retained by A-Fem to engage in a distribution solely on behalf of A-Fem), shall Holder shall be liable to A-Fem in any case in which such case if untrue statement or omission or alleged untrue statement or alleged omission was contained in a preliminary prospectus and only corrected in a final or amended prospectus, and A-Fem failed to deliver a copy of the final or amended prospectus at or prior to the extent that confirmation of the sale of the securities to the person asserting any such loss, claim, damage or liability arises out in any case where such delivery is required by the 1933 Act; and provided, further, that the indemnification obligation of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished in writing Holder shall be limited to the Company by or on behalf of such Holder specifically for use in any such document. Notwithstanding the provisions of this paragraph, a Holder shall not be required to indemnify any person or entity in excess aggregate public offering price of the amount of the aggregate net proceeds received by the Holder in respect of Registrable Securities in connection with any sold by Holder pursuant to such registration under the Securities Actregistration.

Holder Indemnification. Each To the extent permitted by law, Holder of Registrable Securities included in a Registration Statement pursuant to this Agreement shall will indemnify and hold harmless A-Fem, each of its directors, each of its officers who have signed the Companyregistration statement, and its officers, directors and each other person, if any, who controls the Company A-Fem within the meaning of the Securities 1933 Act, against all any losses, claims, damages or liabilities, liabilities (joint or several, ) to which the Company A-Fem or any such persons may become subject director, officer or controlling person, under the Securities 1933 Act, the 1934 Act or otherwiseother 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 untrue statement or alleged untrue statement of any material fact which was furnished Violation, in writing by the Investor each case to the Company extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by or on behalf of Holder expressly for use in (connection with such registration; and such information is contained in) the Registration Statement under which such Registrable Securities were registered under the Securities Act pursuant to this Agreement, Holder will reimburse any preliminary Prospectus or final Prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the 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 shall reimburse the Company and each such person for any reasonable legal or other expenses reasonably incurred by them A-Fern or any such director, officer or controlling person, in connection with investigating or defending any such loss, claim, damage, liability or action, ; provided, however, that the indemnity agreement contained in this Section 6.2 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 Holder, which consent shall not be unreasonably withheld, nor, in the case of a sale directly by A-Fem of its securities (including a sale of such securities through any underwriter retained by A-Fem to engage in a distribution solely on behalf of A-Fem), shall Holder shall be liable to A-Fem in any case in which such case if untrue statement or omission or alleged untrue statement or alleged omission was contained in a preliminary prospectus and only corrected in a final or amended prospectus, and A-Fem failed to deliver a copy of the final or amended prospectus at or prior to the extent that confirmation of the sale of the securities to the person asserting any such loss, claim, damage or liability arises out in any case where such delivery is required by the 1933 Act; and provided, further, that the indemnification obligation of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished in writing Holder shall be limited to the Company by or on behalf of such Holder specifically for use in any such document. Notwithstanding the provisions of this paragraph, a Holder shall not be required to indemnify any person or entity in excess aggregate public offering price of the amount of the aggregate net proceeds received by the Holder in respect of Registrable Securities in connection with any sold by Holder pursuant to such registration under the Securities Actregistration.

Holder Indemnification. Each Holder To the extent permitted by law, each holder of Registrable Securities included in a Registration Statement pursuant to this Agreement shall indemnify and hold harmless Epitope, each of its directors, each of its officers who have signed the Companyregistration statement, and its officers, directors and each other person, if any, who controls the Company Epitope within the meaning of the Securities 1933 Act, each agent and any underwriter for Epitope, and any other holder of Registrable Securities selling securities in such registration statement or any of its directors, officers, partners, agents, or employees or any person who controls such holder or underwriter, against all any losses, claims, damages damages, or liabilities, liabilities (joint or several, ) to which the Company Epitope or any such persons director, officer, controlling person, agent, or underwriter or other such holder, director, officer or controlling person may become subject subject, under the Securities Act 1933 Act, the 1934 Act, or otherwiseother 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 untrue statement or alleged untrue statement of any material fact which was furnished Violation, in writing by the Investor each case to the Company extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by or on behalf of such holder expressly for use in (and connection with such information is contained in) the Registration Statement under which such Registrable Securities were registered under the Securities Act pursuant to this Agreement, any preliminary Prospectus or final Prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the 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 shall reimburse the Company registration; and each such person for holder shall reimburse any reasonable legal or other expenses reasonably incurred by them Epitope or any such director, officer, controlling person, agent or underwriter or other holder, officer, director, partner, agent, employee or controlling person in connection with investigating or defending any such loss, claim, damage, liability liability, or action, ; provided, however, that a Holder the indemnity agreement contained in this Section 10.5(b) shall be liable not apply to amounts paid in any such case if and only to the extent that settlement of any such loss, claim, damage damage, liability, or liability arises out action if such settlement is effected without the consent of or is based upon an the holder, which consent shall not be unreasonably withheld nor, in the case of a sale directly by Epitope of its securities (including a sale of such securities through any underwriter retained by Epitope to engage in a distribution solely on behalf of Epitope), shall the holder be liable to Epitope in any case in which such untrue statement or alleged untrue statement or omission or alleged omission so made was contained in conformity with information furnished a preliminary prospectus and corrected in writing a final or amended prospectus, and Epitope failed to deliver a copy of the final or amended prospectus at or prior to the Company by confirmation of the sale of the securities to the person asserting any such loss, claim, damage or on behalf of such Holder specifically for use liability in any case where such document. Notwithstanding delivery is required by the provisions 1933 Act; and provided, further, that the indemnification obligation of this paragraph, a Holder each holder shall not be required limited to indemnify any person or entity in excess the aggregate public offering price of the amount of the aggregate net proceeds received by the Holder in respect of Registrable Securities in connection with any sold by such registration under the Securities Actholder pursuant to such registration.

Holder Indemnification. Each To the extent permitted by law, each selling ---------------------- Holder of Registrable Securities included in a Registration Statement pursuant to this Agreement shall will indemnify and hold harmless the Company, and each of its officersdirectors, directors and each other of its officers who have signed the registration statement, each person, if any, who controls the Company within the meaning of the Securities 1933 Act, each agent and any underwriter for the Company, and any other Holder selling securities in such registration statement or any of its directors, officers, partners, agents or employees or any person who controls such Holder or underwriter, against all any losses, claims, damages damages, or liabilities, liabilities (joint or several, ) to which the Company or any such persons director, officer, controlling person, agent or underwriter or controlling person, or other such Holder or director, officer or controlling person may become subject subject, under the Securities 1933 Act, the 1934 Act or otherwiseother 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 untrue statement or alleged untrue statement of any material fact which was furnished Violation, in writing by the Investor each case to the Company expressly extent that such Violation occurs in reliance upon and in conformity with information furnished (or omitted to be furnished) by or on behalf of such Holder for use in (and connection with such information is contained in) the Registration Statement under which such Registrable Securities were registered under the Securities Act pursuant to this Agreement, any preliminary Prospectus or final Prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the 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 shall reimburse the Company registration; and each such person for Holder will reimburse any reasonable legal or other expenses reasonably incurred by them the Company or any such director, officer, controlling person, officer, director, partner, agent, employee, or controlling person in connection with investigating investigating, defending or defending settling any such loss, claim, damage, liability liability, or action, provided, however, that a Holder ; The indemnity agreement contained in this Section 1.8(b) shall be liable not apply to amounts paid in settlement of any such case if and only to the extent that any such loss, claim, damage damage, liability or liability arises out action if such settlement is effected without the consent of or is based upon an the Holder, which consent shall not be unreasonably withheld nor, in the case of a sale directly by the Company of its securities (including a sale of such securities through any underwriter retained by the Company to engage in a distribution solely on behalf of the Company), shall the Holder be liable to the Company in any case which such untrue statement or alleged untrue statement or omission or alleged omission so made was contained in conformity with information furnished a preliminary prospectus and corrected in writing a final or amended prospectus, and the Company failed to deliver a copy of the final or amended prospectus at or prior to the Company by confirmation of the sale of the securities to the person asserting any such loss, claim, damage or on behalf of such Holder specifically for use liability in any case where such document. Notwithstanding the provisions of this paragraph, a Holder shall not be delivery is required to indemnify any person or entity in excess of the amount of the aggregate net proceeds received by the Holder in respect of Registrable Securities in connection with any such registration under the Securities 1933 Act.

Holder Indemnification. Each Holder of will, if Registrable Securities held by such Holder are included in a Registration Statement pursuant the securities as to this Agreement shall which such registration, qualification, or compliance is being effected, indemnify and hold harmless the Company, and each of its directors, officers, directors partners, legal counsel, and accountants and each other 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 Securities Act, each other such Holder and Other Stockholder, and each of their officers, directors, and partners, and each person controlling such Holder or Other Stockholder, against all claims, losses, claims, damages or liabilities, joint or several, to which the Company or such persons may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or and liabilities (or actions in respect thereof) arise arising out of or are based upon on any untrue statement (or alleged untrue statement statement) of any a material fact which was furnished contained in writing by the Investor to the Company expressly for use in (and any such information is contained in) the Registration Statement under which such Registrable Securities were registered under the Securities Act pursuant to this Agreementregistration statement, any preliminary Prospectus prospectus, offering circular, or final Prospectus contained thereinother document, or any amendment or supplement thereof, or arise out of or are based upon the omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall will reimburse the Company and each such person Holders, Other Stockholders, directors, officers, partners, legal counsel, and accountants, persons, underwriters, or control persons for any reasonable legal or any other expenses reasonably incurred by them in connection with investigating or defending any such claim, loss, claim, damage, liability liability, or action, in each case to the extent, but only to the extent, that such 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 such Holder and stated to be specifically for use therein provided, however, that a Holder shall be liable in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished in writing to the Company by or on behalf obligations of such Holder specifically for use hereunder shall not apply to amounts paid in settlement of any such document. Notwithstanding claims, losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the provisions consent of this paragraph, a such Holder (which consent shall not be required to indemnify unreasonably withheld); and provided that in no event shall any person or entity in excess of indemnity under this Section 1.8 exceed the amount of the aggregate net proceeds from the offering received by the Holder in respect of Registrable Securities in connection with any such registration under the Securities ActHolder.

Holder Indemnification. Each Holder of will, if Registrable Securities held by such Holder are included in a Registration Statement pursuant the securities as to this Agreement shall which such registration is being effected, indemnify and hold harmless the Company, each of its directors and its officers, directors and other holders of the Company's securities covered by such registration statement, each other person, if any, person who controls the Company within the meaning of Section 15 of the Securities Act, and each other such Holder, each of its officers and directors and each person controlling such Holder within the meaning of Section 15 of the Securities Act, against all claims, losses, claims, damages or liabilities, joint or several, to which the Company or such persons may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or and liabilities (or actions in respect thereof) arise arising out of or are based upon on any untrue statement (or alleged untrue statement statement) of any a material fact which was furnished contained in writing by the Investor to the Company expressly for use in (and any such information is contained in) the Registration Statement under which such Registrable Securities were registered under the Securities Act pursuant to this Agreementregistration statement, any preliminary Prospectus prospectus, offering circular or final Prospectus contained thereinother document, or any amendment or supplement thereof, or arise out of or are based upon the omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Holder of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to the Holder, and shall will reimburse the Company and each Company, such person other Holders, such directors, officers, persons, underwriters or control persons for any reasonable legal or any other expenses incurred by them reasonably incurred, as such expenses are incurred, in connection with investigating or defending any such claim, loss, claim, damage, liability or action, providedbut in the case of the Company or the other Holders or their officers, howeverdirectors or controlling persons, that a Holder shall be liable in any such case if and only to the extent that any such lossuntrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, claimprospectus, damage 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 and stated to be specifically for use therein. Notwithstanding the foregoing, the liability of each Holder under this subsection 2.7(b) shall be limited in an amount equal to the initial public offering price of the shares sold by such Holder, unless such liability arises out of or is based upon an untrue statement on willful misconduct or alleged untrue statement or omission or alleged omission so made in conformity with information furnished in writing to the Company fraud by or on behalf of such Holder specifically for use in any such document. Notwithstanding the provisions of this paragraph, a Holder shall not be required to indemnify any person or entity in excess of the amount of the aggregate net proceeds received by the Holder in respect of Registrable Securities in connection with any such registration under the Securities ActHolder.

Holder Indemnification. Each To the extent permitted by law, Holder of Registrable Securities included in a Registration Statement pursuant to this Agreement shall will indemnify and hold harmless Buyer, each of its directors, each of its officers who have signed the Companyregistration statement, and its officers, directors and each other person, if any, who controls the Company Buyer within the meaning of the Securities Act, against all any losses, claims, damages or liabilities, liabilities (joint or several, ) to which the Company Buyer or any such persons may become subject director, officer or controlling person, under the Securities Act, the Exchange Act or otherwiseother 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 untrue statement or alleged untrue statement of any material fact which was furnished Violation, in writing by the Investor each case to the Company extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by or on behalf of Holder expressly for use in (connection with such registration; and such information is contained in) the Registration Statement under which such Registrable Securities were registered under the Securities Act pursuant to this Agreement, Holder will reimburse any preliminary Prospectus or final Prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the 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 shall reimburse the Company and each such person for any reasonable legal or other expenses reasonably incurred by them the Buyer or any such director, officer or controlling person, in connection with investigating or defending any such loss, claim, damage, liability inability or action, ; provided, however, that the indemnity agreement contained in this Section 9.1.2 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 Holder, which consent will not be unreasonably withheld, nor, in the case of a sale directly by the Buyer of its securities (including a sale of such securities through any underwriter retained by the Buyer to engage in a distribution solely on behalf of the Buyer ), will Holder shall be liable to thx Xxxxx xx any case in any which such case if untrue statement or omission or alleged untrue statement or alleged omission was contained in a preliminary prospectus and only corrected in a final or amended prospectus, and the Buyer failed to deliver a copy of the final or amended prospectus at or prior to the extent that confirmation of the sale of the securities to the person asserting any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished in writing to the Company by or on behalf of such Holder specifically for use in any case where such document. Notwithstanding the provisions of this paragraph, a Holder shall not be delivery is required to indemnify any person or entity in excess of the amount of the aggregate net proceeds received by the Holder in respect of Registrable Securities in connection with any such registration under the Securities Act.

Holder Indemnification. Each To the extent permitted by law, each selling Holder of Registrable Securities included in a Registration Statement pursuant to this Agreement shall will indemnify and hold harmless the Company, and each of its directors, each of its officers, directors and each other person, if any, who controls the Company within the meaning of the Securities Act, any underwriter and any other Holder selling securities under such registration statement or any of such other Holder’s partners, directors or officers or any person who controls such Holder, against all any losses, claims, damages or liabilities, liabilities joint or several, ) to which the Company or any such persons director, officer, controlling person, underwriter or other such Holder, or partner, director, officer or controlling person of such other Holder may become subject under the Securities Act, the 1934 Act or otherwiseother 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 untrue statement or alleged untrue statement of any material fact which was furnished Violation, in writing by the Investor each case to the Company expressly extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder under an instrument duly executed by such Holder and stated to be specifically for use in (and connection with such information is contained in) the Registration Statement under which such Registrable Securities were registered under the Securities Act pursuant to this Agreement, any preliminary Prospectus or final Prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the 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 shall reimburse the Company registration; and each such person for Holder will reimburse any reasonable legal or other expenses reasonably incurred by them the Company or any such director, officer, controlling person, underwriter or other Holder, or partner, officer, director or controlling person of such other Holder in connection with investigating or defending any such loss, claim, damage, liability or action, ; provided, however, that a Holder the indemnity agreement contained in this Section 3.8.2 shall be liable not apply to amounts paid in any such case if and only to the extent that settlement of any such loss, claim, damage damage, liability or liability arises out of or action if such settlement is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished in writing to effected without the Company by or on behalf consent of such Holder specifically for use in any such document. Notwithstanding the provisions of this paragraphHolder, a Holder which consent shall not be required to indemnify unreasonably withheld; provided further, that in no event shall any person or entity in excess of indemnity under this Section 3.8 exceed the amount of the aggregate net proceeds from the offering received by the Holder in respect of Registrable Securities in connection with any such registration under the Securities ActHolder.

Holder Indemnification. Each Holder of will, if Registrable Securities held by such Holder are included in a Registration Statement pursuant the securities as to this Agreement shall which such registration, qualification, or compliance is being effected, indemnify and hold harmless the Company, and its each of the Company’s directors, officers, directors partners, members, legal counsel, and accountants, each other 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 Securities Act, each other Holder, each Other Stockholder, and each of their respective officers, directors, partners, and members, and each person controlling such other Holder or such Other Stockholder, against all claims, losses, claimsdamages, damages or liabilities, joint or several, to which the Company or such persons may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or and liabilities (or actions in respect thereof) arise arising out of or are based upon on any untrue statement (or alleged untrue statement statement) of any a material fact which was furnished contained in writing by the Investor to the Company expressly for use in (and any such information is contained in) the Registration Statement under which such Registrable Securities were registered under the Securities Act pursuant to this Agreementregistration statement, any preliminary Prospectus prospectus, offering circular, or final Prospectus contained thereinother document, or any amendment or supplement thereof, or arise out of or are based upon the omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall will reimburse the Company and each such person Holders, Other Stockholders, directors, officers, partners, members, legal counsel, and accountants, persons, underwriters, or control persons for any reasonable legal or any other expenses reasonably incurred by them in connection with investigating or defending any such claim, loss, claim, damage, liability liability, or action, in each case to the extent, but only to the extent, that such 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 such Holder and stated to be specifically for use therein; provided, however, that a Holder shall be liable in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished in writing to the Company by or on behalf obligations of such Holder specifically for use hereunder will not apply to amounts paid in settlement of any such document. Notwithstanding the provisions of this paragraphclaims, a Holder shall losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without such Holder’s consent (which consent will not be required to indemnify unreasonably withheld); and provided that in no event will any person or entity in excess of indemnity under this Section 1.7 exceed the amount of gross proceeds from the aggregate net proceeds offering received by the Holder in respect of Registrable Securities in connection with any such registration under the Securities ActHolder.

Holder Indemnification. Each Holder of holder will, if Registrable Securities held by such holder are included in a Registration Statement pursuant the securities as to this Agreement shall which such registration is being effected, indemnify and hold harmless the Company, each of its directors and its officers, directors and other holders of the Company’s securities covered by such registration statement, each other person, if any, person who controls the Company within the meaning of Section 15 of the Securities Act, and each such holder, each of its officers and directors and each person controlling such holder within the meaning of Section 15 of the Securities Act, against all claims, losses, claims, damages or liabilities, joint or several, to which the Company or such persons may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or and liabilities (or actions in respect thereof) arise arising out of or are based upon on any untrue statement (or alleged untrue statement statement) of any a material fact which was furnished contained in writing by the Investor to the Company expressly for use in (and any such information is contained in) the Registration Statement under which such Registrable Securities were registered under the Securities Act pursuant to this Agreementregistration statement, any preliminary Prospectus prospectus, offering circular or final Prospectus contained thereinother document, or any amendment or supplement thereof, or arise out of or are based upon the omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by such holder of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to such holder, and shall will reimburse the Company and Company, each such person Holder, such directors, officers, persons, underwriters or control persons for any reasonable legal or any other expenses incurred by them reasonably incurred, as such expenses are incurred, in connection with investigating or defending any such claim, loss, damage, liability or action, but in the case of the Company or such Holders or their officers, directors or controlling persons, only to the extent that such 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 and stated to be specifically for use therein; provided, further, that the indemnity agreement contained in this Subsection 5(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or actionaction if such settlement is effected without the consent of such indemnifying holder (which consent shall not be unreasonably withheld or delayed). The liability of any holder for indemnification under this Section 5(b) in its capacity as a seller of Registrable Securities shall not exceed the lesser of (i) that proportion of the total of such losses, providedclaims, howeverdamages, that a Holder shall be liable expenses or liabilities indemnified against equal to the proportion of the total securities sold under such registration statement by such holder, and (ii) the amount equal to the net proceeds to such holder of the securities sold in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished in writing to the Company by or on behalf of such Holder specifically for use in any such document. Notwithstanding the provisions of this paragraph, a Holder shall not be required to indemnify any person or entity in excess of the amount of the aggregate net proceeds received by the Holder in respect of Registrable Securities in connection with any such registration under the Securities Actregistration.

Holder Indemnification. Each Holder of Registrable Securities included in a Registration Statement pursuant to this Agreement shall indemnify and hold harmless the Company, and its officers, directors and each other person, if any, who controls the Company within the meaning of the Securities Act, against all losses, claims, damages or liabilities, joint or several, to which the Company or such persons may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact which was furnished in writing by the Investor to the Company expressly for use in (and such information is contained in) the Registration Statement under which such Registrable Securities were registered under the Securities Act pursuant to this Agreement, any preliminary Prospectus or final Prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading (if the Company requested such information in the Selling Stockholder Questionnaire or otherwise in writing, and the Investor failed to provide such information, even after a second request by the Company), and shall reimburse the Company and each such person for any reasonable legal or other expenses incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, provided, however, that a Holder shall be liable in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished in writing to the Company by or on behalf of such Holder specifically for use in any such document. Notwithstanding the provisions of this paragraph, a Holder shall not be required to indemnify any person or entity in excess of the amount of the aggregate net proceeds received by the Holder in respect of Registrable Securities in connection with any such registration under the Securities Act.

Holder Indemnification. Each Holder of will, if Registrable Securities held by such Holder are included in a Registration Statement pursuant the securities as to this Agreement shall which such registration, qualification or compliance is being effected, indemnify and hold harmless the Company, each of its directors and its officers, directors and each other 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 Securities Act, and each other such Holder, each of its officers and directors and each person controlling such Holder within the meaning of Section 15 of the Securities Act, against all claims, losses, claims, damages or liabilities, joint or several, to which the Company or such persons may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or and liabilities (or actions in respect thereof) arise arising out of or are based upon on any untrue statement (or alleged untrue statement statement) of any a material fact which was furnished contained in writing by the Investor to the Company expressly for use in (and any such information is contained in) the Registration Statement under which such Registrable Securities were registered under the Securities Act pursuant to this Agreementregistration statement, any preliminary Prospectus prospectus, offering circular or final Prospectus contained thereinother document, or any amendment or supplement thereof, or arise out of or are based upon the omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall will reimburse the Company and each Company, such person Holders, such directors, officers, underwriters or control persons for any reasonable legal or any other expenses reasonably incurred by them in connection with investigating or defending any such claim, loss, claim, damage, liability or action, providedin each case to the extent, however, that a Holder shall be liable in any such case if and but only to the extent extent, that any such loss, claim, damage or liability arises out of or is based upon an untrue statement (or alleged untrue statement statement) or omission (or alleged omission so omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished in writing to the Company by or on behalf of such Holder and stated to be specifically for use in therein; PROVIDED, HOWEVER, that the obligations of any such document. Notwithstanding Holder hereunder shall be limited to an amount equal to the provisions of this paragraph, a gross proceeds before expenses and commissions to such Holder shall not be required to indemnify any person or entity in excess of the amount of the aggregate net proceeds received by the Holder in respect of Registrable Securities in connection with any such registration under the Securities Actsold as contemplated herein.

Holder Indemnification. Each To the extent permitted by law, each selling Holder of Registrable Securities included in a Registration Statement pursuant to this Agreement shall will indemnify and hold harmless the Company, and each of its officersdirectors, directors and each other of its officers who have signed the registration statement, each person, if any, who controls the Company within the meaning of the Securities Act, each agent and any underwriter for the Company, and any other Holder selling securities in such registration statement or any of its directors, officers, partners, agents or employees or any person who controls such Holder or underwriter, against all any losses, claims, damages or liabilities, liabilities (joint or several, ) to which the Company or any such persons director, officer, controlling person, agent, or underwriter or controlling person, or other such Holder or director, officer or controlling person may become subject subject, under the Securities Act, the Exchange Act or other federal or state law or otherwise, and to reimburse them for any legal or any other expenses reasonably incurred by them in connection with investigating any claim, or defending any action or proceeding, insofar as such losses, claims, damages or liabilities (or actions in respect thereofthereto) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact which was furnished Violation, in writing by the Investor each case to the Company extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by or on behalf of such Holder expressly for use in (and such information is contained in) the Registration Statement under which such Registrable Securities were registered under the Securities Act pursuant to this Agreement, any preliminary Prospectus or final Prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the 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 shall reimburse the Company and each such person for any reasonable legal or other expenses incurred by them in connection with investigating such registration; PROVIDED, HOWEVER, that the liability of any Holder hereunder shall be limited to the amount of proceeds received by such Holder in the offering giving rise to the Violation or defending if the offering is terminated, the amount such Holder would have received; and PROVIDED, FURTHER, that the indemnity provisions in this Section 8.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or actionaction if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld), provided, however, that a nor shall the Holder shall be liable to the Company in any such case if and only to the extent that any in which such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made was contained in conformity with information furnished a preliminary prospectus and corrected in writing a final or amended prospectus, and the Company failed to deliver a copy of the final or amended prospectus at or prior to the Company by confirmation of the sale of the securities to the person asserting any such loss, claim, damage or on behalf of such Holder specifically for use liability in any case where such document. Notwithstanding the provisions of this paragraph, a Holder shall not be delivery is required to indemnify any person or entity in excess of the amount of the aggregate net proceeds received by the Holder in respect of Registrable Securities in connection with any such registration under the Securities Act.

Holder Indemnification. Each Holder of Registrable Securities included in a Registration Statement pursuant to this Agreement shall indemnify and hold harmless the Company, and its officers, directors and each other person, if any, who controls the Company within the meaning of the Securities Act, against all losses, claims, damages or liabilities, joint or several, to which the Company or such persons may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact which was furnished in writing and executed by the Investor to the Company expressly for use in (and such information is contained in) the Registration Statement under which such Registrable Securities were registered under the Securities Act pursuant to this Agreement, any preliminary Prospectus or final Prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the 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 shall reimburse the Company and each such person for any reasonable legal or other expenses incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, ; provided, however, that a Holder shall be liable in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished in writing to the Company and executed by or on behalf of such Holder specifically for use in any such document. Notwithstanding the provisions of this paragraph, a Holder shall not be required to indemnify any person or entity in excess of the amount of the aggregate net proceeds received by the Holder in respect of Registrable Securities in connection with any such registration under the Securities Act.

Holder Indemnification. Each Holder of will, if Registrable ---------------------- Securities held by such Holder are included in a Registration Statement pursuant the securities as to this Agreement shall which such registration, qualification, or compliance is being effected, indemnify and hold harmless the Company, each of its directors and its officers, directors and each other 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 Securities Act, each other Holder and each Other Holder, and each of its officers, directors, and partners and each person controlling such other Holder or Other Holder, against all claims, losses, claims, damages or liabilities, joint or several, to which the Company or such persons may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or and liabilities (or actions in respect thereof) arise arising out of or are based upon on any untrue statement (or alleged untrue statement statement) by such Holder of any a material fact which was furnished contained in writing by the Investor to the Company expressly for use in (and any such information is contained in) the Registration Statement under which such Registrable Securities were registered under the Securities Act pursuant to this Agreementregistration statement, any preliminary Prospectus prospectus, offering circular, or final Prospectus contained thereinother similar document, or any amendment or supplement thereof, or arise out of or are based upon the omission (or alleged omission omission) by such Holder to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in the light of the circumstances under which they were made, and shall will reimburse the Company and each Company, such person other Holders, such directors, officers, persons, underwriters, or control persons for any reasonable legal or any other expenses reasonably incurred by them in connection with investigating or defending any such claim, loss, claim, damage, liability liability, or action, as incurred, in each case to the extent, but only to the extent, that such 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 expressly for use in the registration statement by such Holder; provided, however, that a the obligations of each such Holder hereunder shall be liable in any such case if and only limited to an amount equal to the extent that any such loss, claim, damage or liability arises out aggregate proceeds (net of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished in writing to the Company payment of all expenses) received by or on behalf of such Holder specifically for use in any such document. Notwithstanding the provisions of this paragraph, a Holder shall not be required to indemnify any person or entity in excess of the amount of the aggregate net proceeds received by the Holder in respect of Registrable Securities in connection with any such registration under the Securities Actoffering.

Holder Indemnification. Each To the extent permitted by law, Holder of Registrable Securities included in a Registration Statement pursuant to this Agreement shall will indemnify and hold harmless the CompanyREIT, each of its directors, each of its officers who have signed the registration statement, and its officers, directors and each other person, if any, who controls the Company REIT within the meaning of the Securities 1933 Act, against all any losses, claims, damages or liabilities, liabilities (joint or several, ) to which the Company REIT or any such persons may become subject director, officer or controlling person, under the Securities 1933 Act, the 1934 Act or otherwiseother federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereofthereto) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact which was furnished Violation, in writing by the Investor each case to the Company extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by or on behalf of Holder expressly for use in connection with such registration, and (and such information is contained inii) the Registration Statement under which failure by a Holder to deliver a final or amended prospectus furnished by the REIT to the Holder at or prior to the confirmation of the sale of REIT Shares by the Holder to a purchaser of such Registrable Securities were registered under the Securities Act pursuant to this Agreement, Holder's REIT Shares; and Holder will reimburse any preliminary Prospectus or final Prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the 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 shall reimburse the Company and each such person for any reasonable legal or other expenses reasonably incurred by them the REIT or any such director, officer or controlling person, in connection with investigating or defending any such loss, claim, damage, liability inability or action, ; provided, however, that the indemnity agreement contained in this Section 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 Holder, which consent shall not be unreasonably withheld, nor, in the case of a sale directly by the REIT of its securities (including a sale of such securities through any underwriter retained by the REIT to engage in a distribution solely on behalf of the REIT), shall Holder shall be liable to the REIT in any case in which such case if untrue statement or omission or alleged untrue statement or alleged omission was contained in a preliminary prospectus and only corrected in a final or amended prospectus, and the REIT failed to deliver a copy of the final or amended prospectus at or prior to the extent that confirmation of the sale of the securities to the person asserting any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished in writing to the Company by or on behalf of such Holder specifically for use in any case where such document. Notwithstanding the provisions of this paragraph, a Holder shall not be delivery is required to indemnify any person or entity in excess of the amount of the aggregate net proceeds received by the Holder in respect of Registrable Securities in connection with any such registration under the Securities 1933 Act.