Common use of Holder Clause in Contracts

Holder. Each Holder will, if Registrable Securities or other securities held by such Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors, officers, employees, agents and representatives and each underwriter, if any, of the Company’ 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 against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and such directors, officers, agents, representatives, underwriters or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, 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 incident to such registration, qualification or compliance and contained in a writing signed by that Holder and furnished to the Company by that Holder and stated to be specifically for use in preparing such prospectus, offering circular or other document incident to such registration, qualification or compliance in that writing. Notwithstanding anything to the contrary in this Agreement, in no event shall the aggregate liability of such Holder for indemnification or contribution under this Section 5 exceed the proceeds actually received by such Holder from the sale of shares in such offering (after deducting any and all costs, fees, and expenses, including underwriting commissions, discounts, and legal fees and expenses).

Holder. Each Holder willagrees, if Registrable Securities or other securities held by such Holder are included in the securities as to which such registration, qualification or compliance is being effected, to, severally and not jointly, indemnify and hold harmless the Company, each of its directors, officers, employees, agents directors and representatives officers and each underwriterUnderwriter, if any, of the Company’ securities covered by such a registration statementRegistration Statement, and each person who controls the Company or such underwriter Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against all expenses, claims, losses, damages damages, judgments and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statementRegistration Statement, prospectus, offering circular or other documentdocument incident to such registration, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if the statement or omission was made in reliance upon and will in conformity with information furnished in writing to the Company by such selling Holder expressly for use therein, and shall reimburse the Company and such directors, directors and officers, agents, representatives, underwriters Underwriters or control persons of Underwriters for any legal or any other expenses reasonably incurred in connection with investigating or defending any such expense, claim, loss, damage, judgment, 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 statementRegistration Statement, prospectus, offering circular or other document incident to such registration, qualification or compliance and contained in a writing signed furnished by that the Holder and furnished to the Company by that Holder and stated to be specifically for use in preparing such Registration Statement, prospectus, offering circular or other document incident to such registration, qualification or compliance in that writing. Notwithstanding anything herein to the contrary in this Agreementcontrary, in no event each selling Holder’s indemnification and reimbursement obligations hereunder shall be several and not joint and shall be limited to the aggregate liability amount of such Holder for indemnification any net proceeds (after payment of any underwriting fees, discounts, commissions or contribution under this Section 5 exceed the proceeds taxes) actually received by such selling Holder from the sale of shares in Registrable Securities which gave rise to such offering (after deducting any and all costs, fees, and expenses, including underwriting commissions, discounts, and legal fees and expenses)indemnification or reimbursement obligation.

Holder. Each The Holder willrepresents, if Registrable Securities warrants, covenants and agrees that: (a) The Holder is acquiring this Warrant (including the Warrant Units issuable hereunder) solely for investment, for its account or accounts and not with a view to, or for resale in connection with, the distribution or other disposition thereof, except for such distributions and dispositions which are (i) explicitly permitted or contemplated under the terms of the LLC Agreement, the Subscription Agreement or this Warrant, as applicable, and (ii) effected in compliance with the Securities Act, the rules and regulations of the SEC promulgated thereunder and all applicable state securities held by and “blue sky” laws. (b) The Holder’s financial situation is such Holder are included that it can afford to bear the economic risk of holding this Warrant (including the Warrant Units issuable hereunder) for an indefinite period of time and can afford to suffer a complete loss of its investment in the securities as to which Company. (c) The Holder’s knowledge and experience in financial and business matters are such registration, qualification or compliance that it is being effected, indemnify capable of evaluating the Company, each merits and risks of its directors, officers, employees, agents and representatives and each underwriter, if any, acquisition of this Warrant (including the Company’ securities covered by such a registration statement, each person who controls the Company or such underwriter Warrant Units issuable hereunder). (d) The Holder is an “accredited investor” (within the meaning of Section 15 SEC Rule 501(a) of Regulation D promulgated under the Securities Act). The Holder acknowledges this Warrant may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under applicable securities Law, except pursuant to an applicable exemption therefrom, without compliance with any other applicable Law, and in compliance with the terms and conditions set forth in this Warrant, the Subscription Agreement and the LLC Agreement, which the Holder acknowledges includes certain limitations with respect to this Warrant (and the Warrant Units issuable hereunder). (e) The Holder acknowledges that it has been afforded: (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, Representatives of the Securities Act against all claimsCompany concerning the terms and conditions of the transactions contemplated hereby, lossesthis Warrant (including the Warrant Units issuable hereunder) and the merits and risks of investing in this Warrant (including the Warrant Units issuable hereunder), damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statementquestions have been answered to the Holder’s reasonable satisfaction; (ii) access to information about the Company and its Subsidiaries and its and their financial condition, prospectusresults of operations, offering circular business, properties, management and prospects sufficient to enable it to evaluate its investment; (iii) the opportunity to obtain such additional information that the Company possesses or other document, can acquire without unreasonable effort or any omission (or alleged omission) to state therein a material fact required to be stated therein or expense that is necessary to make an informed investment decision with respect to the statements therein not misleading, investment and will reimburse any such additional information has been provided to the Holder’s reasonable satisfaction; and (iv) the opportunity to ask questions of management of the Company and such directors, officers, agents, representatives, underwriters or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case questions have been answered to the extentHolder’s reasonable satisfaction. The Holder has sought such accounting, but only legal and tax advice as it has considered necessary to make an informed decision with respect to its acquisition of this Warrant (including 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 incident to such registration, qualification or compliance and contained in a writing signed by that Holder and furnished to the Company by that Holder and stated to be specifically for use in preparing such prospectus, offering circular or other document incident to such registration, qualification or compliance in that writing. Notwithstanding anything to the contrary in this Agreement, in no event shall the aggregate liability of such Holder for indemnification or contribution under this Section 5 exceed the proceeds actually received by such Holder from the sale of shares in such offering (after deducting any and all costs, fees, and expenses, including underwriting commissions, discounts, and legal fees and expensesWarrant Units issuable hereunder).

Holder. Each Holder willhereby represents and warrants to the Company in connection with the grant of the RSUs hereunder, if Registrable and the issuance of any Units in respect of such RSUs, that: • [IF USING RULE 701] [Xxxxxx understands that the Units have not been registered under the Securities or other Act, nor qualified under any state securities held by such Holder are included in the securities as to which such registrationlaws, qualification or compliance and that it is being effectedoffered and sold pursuant to, indemnify and in reliance upon, the Companyexemption from such registration provided by Rule 701 promulgated under the Securities Act for security issuances under compensatory benefit plans such as the Plan;] • [IF USING SECTION 4(a)(2)] [Holder understands that the Units have not been registered under the Securities Act, each of its directorsnor qualified under any state securities laws, officers, employees, agents and representatives that it is being offered and each underwriter, if any, of sold pursuant to an exemption from such registration and qualification based in part upon Holder’s representations contained herein; the Company’ securities covered Units are being issued to Holder hereunder in reliance upon the exemption from such registration provided by such a registration statement, each person who controls the Company or such underwriter within the meaning of Section 15 4(a)(2) of the Securities Act against for transactions by an issuer not involving any public offering; • Holder is an “accredited investor” as such term is defined in Rule 501(a) under Regulation D of the Securities Act and has such knowledge and experience in financial and business matters that Holder is capable of evaluating the merits and risks of the investment contemplated by this Award Agreement; and Xxxxxx is able to bear the economic risk of this investment in the Company (including a complete loss of this investment); • Except as specifically provided herein or in the Plan, Holder has no contract, undertaking, understanding, agreement or arrangement, formal or informal, with any person to sell, transfer or pledge all claimsor any portion of his, lossesher or its Units, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in has no current plans to enter into any such registration statementcontract, prospectusundertaking, offering circular understanding, agreement or other documentarrangement; • Holder has not seen, received, been presented with, or been solicited by any omission (leaflet, public promotional meeting, article or alleged omission) any other form of advertising or general solicitation as to state therein a material fact required the Company’s sale to be stated therein Holder of his, her or necessary to make its Units; • Holder is familiar with the statements therein not misleading, business and will reimburse operations of the Company and has been afforded an opportunity to ask such directors, officers, questions of the Company’s agents, representativesaccountants and other representatives concerning the Company’s proposed business, underwriters operations, financial condition, assets, liabilities and other relevant matters as he, she or control persons for any legal it has deemed necessary or any other expenses reasonably incurred desirable in connection with investigating order to evaluate the merits and risks of the investment contemplated herein;] • Holder has been informed that the Units are restricted securities under the Securities Act and may not be resold or defending any such claim, loss, damage, liability transferred unless the Units are first registered under the federal securities laws 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 unless an exemption from such registration statement, prospectus, offering circular or other document incident is available; and • Holder is prepared to such registration, qualification or compliance hold the Units for an indefinite period and contained in a writing signed by that Holder and furnished is aware that Rule 144 as promulgated under the Securities Act, which exempts certain resales of restricted securities, is not presently available to exempt the Company by that Holder and stated to be specifically for use in preparing such prospectus, offering circular or other document incident to such registration, qualification or compliance in that writing. Notwithstanding anything to resale of the contrary in this Agreement, in no event shall the aggregate liability of such Holder for indemnification or contribution under this Section 5 exceed the proceeds actually received by such Holder Units from the sale registration requirements of shares in such offering (after deducting any the Securities Act. By: Name: Xxxxxxx Xxxxxxxx Print Name: Title: EVP and all costs, fees, and expenses, including underwriting commissions, discounts, and legal fees and expenses).Chief Human Resources Officer Date: Date:

Holder. Each Holder will(i) HOLDER hereby severally, if Registrable Securities or other securities held by such Holder are included in the securities as to which such registrationitself, qualification represents and warrants to the New Creditor that as of the date hereof: (i) it is duly formed and validly existing under the laws of the state or compliance is being effected, indemnify the Company, each jurisdiction of its directorsorganization, officers(ii) it has the power and authority to enter into, employeesexecute, agents deliver and representatives carry out the terms of this Agreement, all of which have been duly authorized by all proper and each underwriternecessary action, (iii) the execution of this Agreement by HOLDER will not violate or conflict with its organizational documents, any material agreement binding upon HOLDER or any law, regulation or order or require any consent or approval which has not been obtained, and (iv) this Agreement is the legal, valid and binding obligation of HOLDER, enforceable against HOLDER in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles. (ii) HOLDER acknowledges that (i) New Creditor currently may have, and later may come into possession of, information with respect to the Company that is not known to HOLDER and that may be material to a decision to execute and deliver this Agreement and to consent to the transactions contemplated by the New Creditor Securities Purchase Agreement (“HOLDER Excluded Information”), (ii) HOLDER has determined to execute and deliver this Agreement and to consent to the transactions contemplated by the New Creditor Securities Purchase Agreement notwithstanding its lack of knowledge of HOLDER Excluded Information, if any, of the Company’ 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 against all claims, losses, damages and liabilities (or actions in respect thereofiii) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) New Creditor shall have no liability to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingHOLDER, and will reimburse HOLDER waives and releases any claims that it might have against New Creditor, whether under applicable securities laws or otherwise, with respect to the Company and such directorsnondisclosure of HOLDER Excluded Information, officersif any, agents, representatives, underwriters or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case HOLDER’s and that may be material to a decision to execute and deliver this Agreement and to consent to the extenttransactions contemplated by the New Creditor Securities Purchase Agreement; provided, but only to the extenthowever, that such untrue statement (HOLDER Excluded Information, if any, shall not and does not affect the truth or alleged untrue statement) accuracy of the representations or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document incident to such registration, qualification or compliance and contained in a writing signed by that Holder and furnished to the Company by that Holder and stated to be specifically for use in preparing such prospectus, offering circular or other document incident to such registration, qualification or compliance in that writing. Notwithstanding anything to the contrary warranties of New Creditor in this Agreement or the New Creditor Securities Purchase Agreement, in no event shall the aggregate liability of such Holder for indemnification or contribution under this Section 5 exceed the proceeds actually received by such Holder from the sale of shares in such offering (after deducting any and all costs, fees, and expenses, including underwriting commissions, discounts, and legal fees and expenses).

Holder. Each Holder willhereby represents and warrants to the Company in connection with the grant of the RSUs hereunder, if Registrable and the issuance of any Units in respect of such RSUs, that: • [IF USING RULE 701] [Holder understands that the Units have not been registered under the Securities or other Act, nor qualified under any state securities held by such Holder are included in the securities as to which such registrationlaws, qualification or compliance and that it is being effectedoffered and sold pursuant to, indemnify and in reliance upon, the Companyexemption from such registration provided by Rule 701 promulgated under the Securities Act for security issuances under compensatory benefit plans such as the Plan;] • [IF USING SECTION 4(a)(2)] [Holder understands that the Units have not been registered under the Securities Act, each of its directorsnor qualified under any state securities laws, officers, employees, agents and representatives that it is being offered and each underwriter, if any, of sold pursuant to an exemption from such registration and qualification based in part upon Holder’s representations contained herein; the Company’ securities covered Units are being issued to Holder hereunder in reliance upon the exemption from such registration provided by such a registration statement, each person who controls the Company or such underwriter within the meaning of Section 15 4(a)(2) of the Securities Act against for transactions by an issuer not involving any public offering; • Holder is an “accredited investor” as such term is defined in Rule 501(a) under Regulation D of the Securities Act and has such knowledge and experience in financial and business matters that Holder is capable of evaluating the merits and risks of the investment contemplated by this Restated Award Agreement; and Holder is able to bear the economic risk of this investment in the Company (including a complete loss of this investment); • Except as specifically provided herein or in the Plan, Holder has no contract, undertaking, understanding, agreement or arrangement, formal or informal, with any person to sell, transfer or pledge all claimsor any portion of his, lossesher or its Units, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in has no current plans to enter into any such registration statementcontract, prospectusundertaking, offering circular understanding, agreement or other documentarrangement; • Holder has not seen, received, been presented with, or been solicited by any omission (leaflet, public promotional meeting, article or alleged omission) any other form of advertising or general solicitation as to state therein a material fact required the Company’s sale to be stated therein Holder of his, her or necessary to make its Units; • Holder is familiar with the statements therein not misleading, business and will reimburse operations of the Company and has been afforded an opportunity to ask such directors, officers, questions of the Company’s agents, representativesaccountants and other representatives concerning the Company’s proposed business, underwriters operations, financial condition, assets, liabilities and other relevant matters as he, she or control persons for any legal it has deemed necessary or any other expenses reasonably incurred desirable in connection with investigating order to evaluate the merits and risks of the investment contemplated herein;] • Holder has been informed that the Units are restricted securities under the Securities Act and may not be resold or defending any such claim, loss, damage, liability transferred unless the Units are first registered under the federal securities laws 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 unless an exemption from such registration statement, prospectus, offering circular or other document incident is available; and • Holder is prepared to such registration, qualification or compliance hold the Units for an indefinite period and contained in a writing signed by that Holder and furnished is aware that Rule 144 as promulgated under the Securities Act, which exempts certain resales of restricted securities, is not presently available to exempt the Company by that Holder and stated to be specifically for use in preparing such prospectus, offering circular or other document incident to such registration, qualification or compliance in that writing. Notwithstanding anything to resale of the contrary in this Agreement, in no event shall the aggregate liability of such Holder for indemnification or contribution under this Section 5 exceed the proceeds actually received by such Holder Units from the sale registration requirements of shares in such offering (after deducting any and all costs, fees, and expenses, including underwriting commissions, discounts, and legal fees and expenses).the Securities Act. By: Name: Print Name: Title: Date: Date:

Holder. Each Holder willhereby represents and warrants to the Company in connection with the grant of the RSUs hereunder, if Registrable and the issuance of any Units in respect of such RSUs, that: • Holder understands that the Units have not been registered under the Securities or other Act, nor qualified under any state securities held by such Holder are included in the securities as to which such registrationlaws, qualification or compliance and that it is being effected, indemnify offered and sold pursuant to an exemption from such registration and qualification based in part upon Holder’s representations contained herein; the Company, each of its directors, officers, employees, agents and representatives and each underwriter, if any, of Units are being issued to Holder hereunder in reliance upon the Company’ securities covered exemption from such registration provided by such a registration statement, each person who controls the Company or such underwriter within the meaning of Section 15 4(a)(2) of the Securities Act against for transactions by an issuer not involving any public offering; • Holder is an “accredited investor” as such term is defined in Rule 501(a) under Regulation D of the Securities Act and has such knowledge and experience in financial and business matters that Holder is capable of evaluating the merits and risks of the investment contemplated by this Restated Award Agreement; and Holder is able to bear the economic risk of this investment in the Company (including a complete loss of this investment); • Except as specifically provided herein or in the Plan, Holder has no contract, undertaking, understanding, agreement or arrangement, formal or informal, with any person to sell, transfer or pledge all claimsor any portion of his, lossesher or its Units, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in has no current plans to enter into any such registration statementcontract, prospectusundertaking, offering circular understanding, agreement or other documentarrangement; • Holder has not seen, received, been presented with, or been solicited by any omission (leaflet, public promotional meeting, article or alleged omission) any other form of advertising or general solicitation as to state therein a material fact required the Company’s sale to be stated therein Holder of his, her or necessary to make its Units; • Holder is familiar with the statements therein not misleading, business and will reimburse operations of the Company and has been afforded an opportunity to ask such directors, officers, questions of the Company’s agents, representativesaccountants and other representatives concerning the Company’s proposed business, underwriters operations, financial condition, assets, liabilities and other relevant matters as he, she or control persons for any legal it has deemed necessary or any other expenses reasonably incurred desirable in connection with investigating order to evaluate the merits and risks of the investment contemplated herein; • Holder has been informed that the Units are restricted securities under the Securities Act and may not be resold or defending any such claim, loss, damage, liability transferred unless the Units are first registered under the federal securities laws 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 unless an exemption from such registration statement, prospectus, offering circular or other document incident is available; and • Holder is prepared to such registration, qualification or compliance hold the Units for an indefinite period and contained in a writing signed by that Holder and furnished is aware that Rule 144 as promulgated under the Securities Act, which exempts certain resales of restricted securities, is not presently available to exempt the Company by that Holder and stated to be specifically for use in preparing such prospectus, offering circular or other document incident to such registration, qualification or compliance in that writing. Notwithstanding anything to resale of the contrary in this Agreement, in no event shall the aggregate liability of such Holder for indemnification or contribution under this Section 5 exceed the proceeds actually received by such Holder Units from the sale registration requirements of shares in such offering (after deducting any and all costs, fees, and expenses, including underwriting commissions, discounts, and legal fees and expenses).the Securities Act. By: Name: Print Name: Title: Date: Date:

Holder. Each In connection with any Registration Statement in which Holder willis participating, if Registrable Securities Holder shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such registration statement or other securities held prospectus and, to the extent permitted by such Holder are included in the securities as to which such registrationlaw, qualification or compliance is being effected, shall indemnify and hold harmless the Company, each of its directors, officers, employees, agents directors and representatives officers and each underwriter, if any, of the Company’ securities covered by such a registration statement, each person other Person who controls the Company or such underwriter (within the meaning of Section 15 of the Securities Act) against any losses, claims, damages, liabilities and expenses, to which the Company or any such director or officer or controlling person may become subject under the Securities Act against all or otherwise, to the extent that such losses, claims, lossesdamages, damages and liabilities or expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arising out of or based on result from (i) any untrue statement (or alleged untrue statement) statement of a material fact contained in the Registration Statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto, but only to the extent that such untrue statement is contained in such Registration Statement, any such registration statement, prospectus, offering circular prospectus or other document, preliminary prospectus or any amendment or supplement thereto, in reliance upon and in conformity with written information prepared and furnished to the Company by such Holder for use therein, (ii) any omission (or alleged omission) to state therein omission by such Holder of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or (iii) any violation or alleged violation by Holder of applicable securities laws (except if caused by the Company) in connection with Holder’s sale of Registrable Securities, including without limitation alleged violations of Regulation M and any state “blue sky” laws, and will such Holder shall reimburse the Company and each such directorsdirector, officers, agents, representatives, underwriters or control persons officer and controlling person for any all reasonable legal or and any other reasonable expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, loss, damage, liability liability, expense, action or actionproceeding; provided, in however, that the obligation to indemnify shall be several and not joint, for each case Holder of Registrable Securities, and shall be limited 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 incident to such registration, qualification or compliance and contained in a writing signed by that Holder and furnished to the Company by that Holder and stated to be specifically for use in preparing such prospectus, offering circular or other document incident to such registration, qualification or compliance in that writing. Notwithstanding anything to the contrary in this Agreement, in no event shall the aggregate liability net amount of such Holder for indemnification or contribution under this Section 5 exceed the proceeds actually received by such Holder from the sale of shares in Registrable Securities pursuant to such offering (after deducting any and all costs, fees, and expenses, including underwriting commissions, discounts, and legal fees and expenses)Registration Statement.

Holder. Each Holder willagrees, if Registrable Securities or other securities held by such Holder are included in the securities as to which such registration, qualification or compliance is being effected, to indemnify and hold harmless the Company, each of its directors, officers, employees, agents directors and representatives officers and each underwriterUnderwriter, if any, of the Company’ securities covered by such a registration statementRegistration Statement, and each person who controls the Company or such underwriter Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against all expenses, claims, losses, damages damages, judgments and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statementRegistration Statement, prospectus, offering circular or other documentdocument incident to such registration, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if the statement or omission was made in reliance upon and will in conformity with information furnished in writing to the Company by such selling Holder expressly for use therein, and shall reimburse the Company and such directors, directors and officers, agents, representatives, underwriters Underwriters or control persons of Underwriters for any legal or any other expenses reasonably incurred in connection with investigating or defending any such expense, claim, loss, damage, judgment, 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 statementRegistration Statement, prospectus, offering circular or other document incident to such registration, qualification or compliance and contained in a writing signed furnished by that the Holder and furnished to the Company by that Holder and stated to be specifically for use in preparing such Registration Statement, prospectus, offering circular or other document incident to such registration, qualification or compliance in that writing. Notwithstanding anything herein to the contrary in this Agreementcontrary, in no event each selling Holder’s indemnification and reimbursement obligations hereunder shall be several and not joint and shall be limited to the aggregate liability amount of such Holder for indemnification any net proceeds (after payment of any underwriting fees, discounts, commissions or contribution under this Section 5 exceed the proceeds taxes) actually received by such selling Holder from the sale of shares in Registrable Securities which gave rise to such offering (after deducting any and all costs, fees, and expenses, including underwriting commissions, discounts, and legal fees and expenses)indemnification or reimbursement obligation.

Holder. Each Holder will, if Registrable Securities or other securities held by such Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors, officers, employees, agents and representatives and each underwriter, if any, of the Company’ ' 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 against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and such directors, officers, agents, representatives, underwriters or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, 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 incident to such registration, qualification or compliance and contained in a writing signed by that Holder and furnished to the Company by that Holder and stated to be specifically for use in preparing such prospectus, offering circular or other document incident to such registration, qualification or compliance in that writing. Notwithstanding anything to the contrary in this Agreement, in In no event shall the aggregate liability of such Holder for indemnification or contribution under this Section 5 exceed the proceeds actually received by such Holder from the sale of shares in such offering (after deducting any and all costs, fees, and expenses, including underwriting commissions, discounts, and legal fees and expenses)offering.

Holder. Each The Holder willrepresents, if Registrable Securities warrants, covenants and agrees that: (a) The Holder is acquiring this Warrant (including the Warrant Shares issuable hereunder) solely for investment, for its account or accounts and not with a view to, or for resale in connection with, the distribution or other securities held by disposition thereof, except for such Holder distributions and dispositions which are included in (i) explicitly permitted or contemplated under the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors, officers, employees, agents and representatives and each underwriter, if any, terms of the Company’ ’s Organizational Documents the Framework Agreement or this Warrant, as applicable, and (ii) effected in compliance with the Securities Act, the rules and regulations of the SEC promulgated thereunder and all applicable state securities covered by and “blue sky” laws. (b) The Holder’s financial situation is such that it can afford to bear the economic risk of holding this Warrant (including the Warrant Shares issuable hereunder) for an indefinite period of time and can afford to suffer a registration statement, each person who controls complete loss of its investment in the Company or Company. (c) The Holder’s knowledge and experience in financial and business matters are such underwriter that it is capable of evaluating the merits and risks of its acquisition of this Warrant (including the Warrant Shares issuable hereunder). (d) The Holder is an “accredited investor” (within the meaning of Section 15 SEC Rule 501(a) of Regulation D promulgated under the Securities Act). The Holder acknowledges this Warrant may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under applicable securities Law, except pursuant to an applicable exemption therefrom, without compliance with any other applicable Law, and in compliance with the terms and conditions set forth in this Warrant the Framework Agreement and the Company’s Organizational Documents, which the Holder acknowledges includes certain limitations with respect to this Warrant (and the Warrant Shares issuable hereunder). (e) The Holder acknowledges that it has been afforded: (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, Representatives of the Securities Act against all claimsCompany concerning the terms and conditions of the transactions contemplated hereby, lossesthis Warrant (including the Warrant Shares issuable hereunder) and the merits and risks of investing in this Warrant (including the Warrant Shares issuable hereunder), damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statementquestions have been answered to the Holder’s reasonable satisfaction; (ii) access to information about the Company and its Subsidiaries and its and their financial condition, prospectusresults of operations, offering circular business, properties, management and prospects sufficient to enable it to evaluate its investment; (iii) the opportunity to obtain such additional information that the Company possesses or other document, can acquire without unreasonable effort or any omission (or alleged omission) to state therein a material fact required to be stated therein or expense that is necessary to make an informed investment decision with respect to the statements therein not misleading, investment and will reimburse any such additional information has been provided to the Holder’s reasonable satisfaction; and (iv) the opportunity to ask questions of management of the Company and such directors, officers, agents, representatives, underwriters or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case questions have been answered to the extentHolder’s reasonable satisfaction. The Holder has sought such accounting, but only legal and tax advice as it has considered necessary to make an informed decision with respect to its acquisition of this Warrant (including 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 incident to such registration, qualification or compliance and contained in a writing signed by that Holder and furnished to the Company by that Holder and stated to be specifically for use in preparing such prospectus, offering circular or other document incident to such registration, qualification or compliance in that writing. Notwithstanding anything to the contrary in this Agreement, in no event shall the aggregate liability of such Holder for indemnification or contribution under this Section 5 exceed the proceeds actually received by such Holder from the sale of shares in such offering (after deducting any and all costs, fees, and expenses, including underwriting commissions, discounts, and legal fees and expensesWarrant Shares issuable hereunder).