Common use of Indemnification by Holder of Registrable Securities Clause in Contracts

Indemnification by Holder of Registrable Securities. Each holder of Registrable Securities severally agrees to indemnify and hold harmless the Company, its directors, officers, employees and agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each other holder of Registrable Securities that participates in such offering to the same extent as the foregoing indemnity from the Company to such holder, but only with respect to information relating to such holder furnished in writing by such holder expressly for use in any Registration Statement or Prospectus, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company or its directors or officers or any such controlling person, in respect of which indemnity may be sought against a holder of Registrable Securities, such holder shall have the rights and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoing, if the Company is an indemnified party, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company and each other holder of Registrable Securities that participates in such offering shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement or any amendment or supplement thereto, or any preliminary prospectus.

Indemnification by Holder of Registrable Securities. Each holder The Company may require, as a condition to including any Registrable Securities in any Registration Statement filed in accordance with Section 3 hereof, that the Company shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other Holders of Registrable Securities severally agrees to indemnify and hold harmless Securities, the Company, its directors, officers, employees directors and agents officers and each Person, if any, Person who controls the Company (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act Act) and all other prospective sellers, from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will (without limitation of the portions of this Section 4(b)) reimburse the Company, such directors, controlling persons and prospective sellers for any legal or any other expenses reasonably incurred in connection with investigating or defending any such Loss, in each other holder of Registrable Securities that participates in such offering case to the same extent as the foregoing indemnity from the Company to such holderextent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, offering circular, or other document in reliance upon and in conformity with respect to written information relating to such holder Holder furnished in writing to the Company by such holder expressly Holder for use inclusion in any such Registration Statement or Statement, Prospectus, offering circular or any amendment or supplement theretoother document; provided, or any preliminary prospectus. In case any action or proceeding however, that the obligations of such Holder hereunder shall be brought against the Company or its directors or officers or not apply to amounts paid in settlement of any such controlling person, Losses (or actions in respect thereof) if such settlement is effected without the consent of which indemnity may be sought against a holder of Registrable Securitiessuch Holder; and provided, such holder shall have the rights and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoingfurther, if the Company is an indemnified party, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall that the liability of any selling holder such Holder of Registrable Securities hereunder shall be greater in amount than limited to the net proceeds received by such holder upon selling Holder from the sale of the Registrable Securities giving rise to such indemnification obligation. The Company and each other holder of Registrable Securities that participates in such offering shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing covered by such Persons specifically for inclusion in any Prospectus or Registration Statement or any amendment or supplement thereto, or any preliminary prospectusStatement.

Indemnification by Holder of Registrable Securities. Each In connection with any Registration Statement in which a holder of Registrable Securities is participating, each such holder of Registrable Securities shall indemnify, to the fullest extent permitted by law, severally agrees to indemnify and hold harmless not jointly with any other holders of Registrable Securities, the Company, its directors, officers, employees directors and agents managing members and each Person, if any, Person who controls the Company (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act Act) against all Losses arising out of or based on (i) any untrue statement of a material fact contained in such Registration Statement, Prospectus, offering circular, any amendments or supplements thereto, Issuer Free Writing Prospectus or other document, or (ii) any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to reimburse the Company or such officers, directors, managing members and control persons for any reasonable and documented out-of-pocket legal or any other expenses actually incurred in connection with investigating or defending any such Loss or action, subject to the immediately following proviso, settling any such Loss or action, in each case to the extent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, offering circular, any amendments or supplements thereto, Issuer Free Writing Prospectus or other document in reliance upon and in conformity with written information regarding such holder of Registrable Securities that participates in such offering furnished to the same extent as the foregoing indemnity from the Company to such holder, but only with respect to information relating to such holder furnished in writing by such holder of Registrable Securities or its authorized representatives expressly for use inclusion therein; provided, however, that the foregoing obligations shall not apply to amounts paid in any Registration Statement or Prospectus, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company or its directors or officers or settlement of any such controlling person, Losses (or actions in respect thereof) if such settlement is effected without the consent of which indemnity may be sought against a holder of Registrable Securities, such holder (which consent shall have the rights and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoing, if the Company is an indemnified party, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall not be designated by a majority in interest based upon the Registrable Securities of the Indemnified partiesunreasonably withheld). In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such holder upon from the sale of the its Registrable Securities in the offering giving rise to such indemnification obligation. The Company , net of underwriting discounts and each other holder of Registrable Securities that participates in such offering shall be entitled to receive indemnities from underwriterscommissions but before expenses, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing less any amounts paid by such Persons specifically for inclusion in holder pursuant to Section 8(d) and any Prospectus or Registration Statement or any amendment or supplement theretoamounts paid by such holder as a result of liabilities incurred under the underwriting agreement, or any preliminary prospectusif any, related to such sale.

Indemnification by Holder of Registrable Securities. Each In connection with any Registration Statement in which a holder of Registrable Securities severally is participating, such holder of Registrable Securities shall furnish to the Corporation in writing such information as the Corporation reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnify indemnify, to the fullest extent permitted by law, severally and hold harmless not jointly, the CompanyCorporation, its directors, officers, employees directors and agents officers and each Person, if any, Person who controls the Company Corporation (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act Act), from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Corporation and such directors, officers, partners, members, managers, shareholders, accountants, attorneys, employees, agents, persons, underwriters, or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability, or action, in each other holder of Registrable Securities that participates in such offering case to the same extent as the foregoing indemnity from the Company to such holderextent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, offering circular, or other document in reliance upon and in conformity with respect written information furnished to information relating to such holder furnished in writing the Corporation by such holder expressly for use inclusion in any such Registration Statement or Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such holder hereunder shall not apply to amounts paid in settlement of any amendment or supplement theretosuch claims, losses, damages, or any preliminary prospectus. In case any action liabilities (or proceeding shall be brought against the Company or its directors or officers or any such controlling person, actions in respect thereof) if such settlement is effected without the consent of which indemnity may be sought against a holder of Registrable Securities, such holder (which consent shall have the rights not be unreasonably withheld); and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoingprovided, if the Company is an indemnified partyfurther, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall that the liability of any each selling holder of Registrable Securities hereunder shall be greater in amount than limited to the net proceeds received by such selling holder upon from the sale of the Registrable Securities giving rise to such indemnification obligation. The Company and each other holder of Registrable Securities that participates in such offering shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing covered by such Persons specifically for inclusion in any Prospectus or Registration Statement or any amendment or supplement thereto, or any preliminary prospectusStatement.

Indemnification by Holder of Registrable Securities. Each holder The Corporation may require, as a condition to including any Registrable Securities in any registration statement filed in accordance with Section 8 herein, that the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securities severally agrees to indemnify and hold harmless Securities, the CompanyCorporation, its directors, officers, employees directors and agents officers and each Person, if any, Person who controls the Company Corporation (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act Act) and all other prospective sellers, from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will (without limitation of the portions of this Section 8(b)) reimburse the Corporation and such directors and officers, or control Persons and all other prospective sellers 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 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 Corporation by such holder (or on behalf of such holder by its applicable Carry Vehicle, which written information is approved in writing by such holder) for inclusion in such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such holder hereunder shall not apply to amounts paid in settlement of any such claims, losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such holder of Registrable Securities that participates in such offering shall be limited to the same extent as net proceeds received (directly or indirectly) by such selling holder or its pro rata portion of the foregoing indemnity gross amount received by its applicable Carry Vehicle from the Company to such holder, but only with respect to information relating to such holder furnished in writing by such holder expressly for use in any Registration Statement or Prospectus, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company or its directors or officers or any such controlling person, in respect of which indemnity may be sought against a holder of Registrable Securities, such holder shall have the rights and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoing, if the Company is an indemnified party, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall the liability of any selling holder sale of Registrable Securities hereunder be greater in amount than the proceeds received covered by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company and each other holder of Registrable Securities that participates in such offering shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement or any amendment or supplement thereto, or any preliminary prospectusStatement.

Indemnification by Holder of Registrable Securities. Each In connection with any Registration Statement in which a holder of Registrable Securities severally is participating, such holder of Registrable Securities shall furnish to the Company in writing such information as the Company reasonably requests specifically for use in connection with any Registration Statement or Prospectus and agrees to indemnify indemnify, to the fullest extent permitted by law, severally and hold harmless not jointly, the Company, its directors, officers, employees directors and agents officers and each Person, if any, Person who controls the Company (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act Act) (collectively, “Company Indemnitees”), from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Company Indemnitee for any legal or any other holder of Registrable Securities that participates expenses reasonably incurred in connection with investigating or defending any such offering claim, loss, damage, liability, or action, in each case to the same extent as the foregoing indemnity from the Company to such holderextent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, offering circular, or other document in reliance upon and in conformity with respect written information furnished to information relating to such holder furnished in writing the Company by such holder expressly for use inclusion in any such Registration Statement or Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such holder hereunder shall not apply to amounts paid in settlement of any amendment or supplement theretosuch claims, losses, damages, or any preliminary prospectus. In case any action liabilities (or proceeding shall be brought against the Company or its directors or officers or any such controlling person, actions in respect thereof) if such settlement is effected without the consent of which indemnity may be sought against a holder of Registrable Securities, such holder (which consent shall have the rights not be unreasonably withheld); and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoingprovided, if the Company is an indemnified partyfurther, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall that the liability of any each selling holder of Registrable Securities hereunder shall be greater in amount than limited to the net proceeds received by such selling holder upon from the sale of the Registrable Securities giving rise covered by such Registration Statement. In addition, insofar as the foregoing indemnity relates to any such untrue statement or omission made in the preliminary Prospectus but eliminated or remedied in the amended Prospectus on file with the SEC at the time the Registration Statement becomes effective or in the final Prospectus filed pursuant to applicable rules of the SEC or in any supplement or addendum thereto and such new Prospectus is delivered to the underwriter, the indemnity agreement in this Section 7(b) shall not inure to the benefit of any person if a copy of the final Prospectus filed pursuant to such indemnification obligation. The Company rules, together with all supplements and each other holder of Registrable Securities that participates in such offering shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, addenda thereto was not furnished to the same extent as provided above with respect Person asserting the Loss at or prior to information so furnished in writing the time such furnishing is required by such Persons specifically for inclusion in any Prospectus or Registration Statement or any amendment or supplement thereto, or any preliminary prospectusthe Securities Act.

Indemnification by Holder of Registrable Securities. Each In connection with any Registration Statement in which a holder of Registrable Securities severally is participating, such holder of Registrable Securities shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any Registration Statement, preliminary Prospectus, final Prospectus, amendment, supplement, issuer free writing prospectus or document incident to registration or qualification of any Registrable Securities and agrees to indemnify indemnify, to the fullest extent permitted by law, severally and hold harmless not jointly, the Company, its directors, officers, employees and accountants, attorneys, agents and employees, each Person, if any, Person who controls the Company (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act), and the directors, officers, partners, members, managers, stockholders, accountants, attorneys, agents or employees of such controlling persons, and each underwriter, if any, and each person who controls such underwriter (within the meaning of Section 15 of the Securities Act and each other holder Section 20 of the Exchange Act), from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, preliminary Prospectus, final Prospectus, amendment, supplement, issuer free writing prospectus or document incident to registration or qualification of any Registrable Securities that participates or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and such directors, officers, partners, members, managers, stockholders, accountants, attorneys, employees, agents, persons, underwriters, or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such offering claim, loss, damage, liability, or action, in each case to the same extent as the foregoing indemnity from the Company to such holderextent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, preliminary Prospectus, final Prospectus, amendment, supplement, issuer free writing prospectus or document incident to registration or qualification of any Registrable Securities in reliance upon and in conformity with respect written information furnished to information relating to such holder furnished in writing the Company by such holder expressly specifically for use in any connection with the preparation of such Registration Statement or Statement, preliminary Prospectus, final Prospectus, amendment, supplement, issuer free writing prospectus or document incident to registration or qualification of any amendment or supplement theretoRegistrable Securities; provided, however, that the obligations of such holder hereunder shall not apply to amounts paid in settlement of any such claims, losses, damages, or any preliminary prospectus. In case any action liabilities (or proceeding shall be brought against the Company or its directors or officers or any such controlling person, actions in respect thereof) if such settlement is effected without the consent of which indemnity may be sought against a holder of Registrable Securities, such holder (which consent shall have the rights not be unreasonably withheld); and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoingprovided, if the Company is an indemnified partyfurther, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall that the liability of any each selling holder of Registrable Securities hereunder shall be greater in amount than limited to the net proceeds received by such selling holder upon from the sale of the Registrable Securities giving rise to such indemnification obligation. The Company and each other holder of Registrable Securities that participates in such offering shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing covered by such Persons specifically for inclusion in any Prospectus or Registration Statement or any amendment or supplement thereto, or any preliminary prospectusStatement.

Indemnification by Holder of Registrable Securities. Each In connection with any Registration Statement in which a holder of Registrable Securities severally includes Registrable Securities, such holder of Registrable Securities agrees to indemnify indemnify, to the fullest extent permitted by law, severally and hold harmless not jointly, the CompanyCorporation, its each other holder of Registrable Securities which includes Registrable Securities in such Registration Statement, their respective directors, officers, employees managers and agents officers and each Person, if any, Person who controls the Company Corporation and such holders (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act Act) (collectively, “Corporation/Holder Indemnitees”), from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, or other offering document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse each Corporation/Holder Indemnitee for any legal or any other expenses reasonably incurred in connection with investigating or defending any such Loss, claim, damage, liability, action or expense, in each case to the extent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, or other offering document in reliance upon and in conformity with written information furnished to the Corporation by such indemnifying selling holder of Registrable Securities that participates expressly for inclusion in such Registration Statement, Prospectus or other offering to document; provided, however, that the same extent as the foregoing indemnity from the Company to obligations of such holder, but only with respect to information relating to such holder furnished in writing by such holder expressly for use in any Registration Statement or Prospectus, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company or its directors or officers or any such controlling person, in respect of which indemnity may be sought against a holder of Registrable Securities, such holder shall have the rights and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoing, if the Company is an indemnified party, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall the liability of any indemnifying selling holder of Registrable Securities hereunder shall not apply to amounts paid in settlement of any such Losses, claims, damages, expense or liabilities (or actions in respect thereof) if such settlement is effected without the consent of indemnifying selling holder of Registrable Securities (which consent shall not be greater in amount than unreasonably withheld, conditioned or delayed); and provided, further, that the liability of each selling holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling holder upon from the sale of Registrable Securities giving rise to such indemnification obligation. In addition, insofar as the foregoing indemnity relates to any such untrue statement or omission made in a preliminary Prospectus but eliminated or remedied in an amended or supplemented preliminary Prospectus on file with the SEC at the time the Registration Statement becomes effective, or in any amendment or supplement thereto at or prior to the pricing of the sale of the Registrable Securities giving rise to such the indemnification obligation. The Company , and each other holder of Registrable Securities that participates in such offering shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any new preliminary Prospectus or Registration Statement or any amendment or supplement theretothereto is delivered to the underwriter, the indemnity agreement in this Section 9(b) shall not inure to the benefit of any Person if a copy of such amended or any supplemented preliminary prospectusProspectus was not furnished to the Person asserting the Loss at or prior to the pricing of the sale of the Registrable Securities giving rise to the indemnification obligation.

Indemnification by Holder of Registrable Securities. Each holder of The Corporation may require, as a condition to including any Registrable Securities severally agrees in any registration statement filed in accordance with this Agreement, that the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify and hold harmless harmless, to the Companyfullest extent permitted by law, severally and not jointly with any other holders of Registrable Securities, the Corporation, its officers, directors, officers, employees and agents and each Person, if any, Person who controls the Company Corporation (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act Act) and each all other holder prospective sellers, from and against all Losses arising out of Registrable Securities that participates in such offering to the same extent as the foregoing indemnity from the Company to such holder, but only with respect to information relating to such holder furnished in writing by such holder expressly for use or based on any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement under which such Registrable Securities were registered under the Securities Act, any preliminary, final or summary Prospectus, contained therein or related thereto, or any amendment or supplement thereto, together with the documents incorporated by reference therein, or any preliminary prospectus. In case free writing prospectus utilized in connection therewith, incident to any action such registration, qualification, or proceeding shall compliance, or based on any omission (or alleged omission) to state therein a material fact required to be brought against stated therein or necessary to make the Company or statements therein not misleading, and will (without limitation of the portions of this Section 8(b)) reimburse the Corporation, its directors or officers officers, directors, and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers for any legal or any other expenses reasonably incurred in connection with investigating or defending any such controlling personclaim, loss, damage, liability, or action, in respect of which indemnity may be sought against a holder of Registrable Securitieseach case to the extent, but only to the extent, that such holder shall have the rights and duties given the Company and the Company untrue statement or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoing, if the Company omission is an indemnified party, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company and each other holder of Registrable Securities that participates made in such offering shall be entitled to receive indemnities from underwritersRegistration Statement, selling brokerspreliminary, dealer managers and similar securities industry professionals participating in the distributionfinal or summary Prospectus, to the same extent as provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus contained therein or Registration Statement related thereto, or any amendment or supplement thereto, together with the documents incorporated by reference therein, or any preliminary prospectusfree writing prospectus utilized in connection therewith in reliance upon and in conformity with written information furnished to the Corporation by such holder for inclusion therein; provided, however, that the obligations of such holder hereunder shall not apply to amounts paid in settlement of any such claims, losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such holder of Registrable Securities shall be limited to the net proceeds received by such selling holder from the sale of Registrable Securities covered by such Registration Statement.

Indemnification by Holder of Registrable Securities. Each holder The Company may require, as a condition to including any Registrable Securities in any registration statement filed in accordance with this Agreement, that the Company shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securities severally agrees to indemnify and hold harmless Securities, the Company, its directors, officers, employees directors and agents officers and each Person, if any, Person who controls the Company (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act) and all other prospective sellers, from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to (without limitation of the preceding portions of this Section 8(b)) reimburse the Company, its directors and officers and each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers 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 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 for inclusion in such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such holder under such undertaking shall not apply to amounts paid in settlement of any such claims, losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld or delayed); and provided, further, that the liability of such holder of Registrable Securities that participates in such offering shall be limited to the same extent as the foregoing indemnity from the Company to such holder, but only with respect to information relating to such holder furnished in writing by such holder expressly for use in any Registration Statement or Prospectus, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company or its directors or officers or any such controlling person, in respect of which indemnity may be sought against a holder of Registrable Securities, such holder shall have the rights and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoing, if the Company is an indemnified party, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the net proceeds received by such selling holder upon from the sale of the Registrable Securities giving rise to such indemnification obligation. The Company and each other holder of Registrable Securities that participates in such offering shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing covered by such Persons specifically for inclusion in any Prospectus or Registration Statement or any amendment or supplement thereto, or any preliminary prospectusStatement.

Indemnification by Holder of Registrable Securities. Each holder In connection with any registration pursuant to the terms of this Restated Agreement, each Holder of Registrable Securities severally included in such registration agrees to indemnify and hold harmless harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees directors and agents officers and each Person, if any, person who controls the Company (within the meaning of either Section 15 the 1933 Xxx) xxainst any losses, claims, damages, liabilities and expense resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in the Securities Act or Section 20 of the Exchange Act and each other holder of Registrable Securities that participates in such offering to the same extent as the foregoing indemnity from the Company to such holder, but only with respect to information relating to such holder furnished in writing by such holder expressly for use in any Registration Statement or Prospectus, Prospectus or preliminary prospectus or any amendment or supplement thereto, or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any preliminary prospectus. In case any action or proceeding shall be brought against information furnished in writing by the Holder of Registrable Securities to the Company specifically for inclusion in such Registration Statement or its directors Prospectus and that such information was substantially relied upon by the Company in preparation of the Registration Statement or officers Prospectus or any such controlling person, in respect of which indemnity may be sought against a holder of Registrable Securities, such holder shall have the rights and duties given the Company and the Company amendment or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoing, if the Company is an indemnified party, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified partiessupplement thereto. In no event shall the liability of any selling holder the Holder of Registrable Securities hereunder be greater in amount than the lesser of (i) an amount equal to the proportion that the public offering price of the Registrable Securities sold by the holder in such registration bears to the total public offering price of all securities sold thereunder or (ii) the dollar amount of the proceeds (net of all expense paid by such Holder and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such holder Holder upon the sale of the Registrable Securities giving rise pursuant to such indemnification obligation. The Company and each other holder registration; provided, however that the indemnity agreement contained in this Section 8(b) shall not apply to amounts paid in settlement of Registrable Securities that participates in any such offering shall be entitled to receive indemnities from underwritersloss, selling brokersclaim, dealer managers and similar securities industry professionals participating in the distributiondamage, to the same extent as provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement or any amendment or supplement theretoliability, or any preliminary prospectusaction if such settlement is effected without the consent of the Holder (which consent shall not unreasonably be withheld).

Indemnification by Holder of Registrable Securities. Each holder The Company may require, as a condition to including any Registrable Securities in any registration statement filed in accordance with this Agreement, that the Company shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securities severally agrees to indemnify and hold harmless Securities, the Company, its directors, officers, employees directors and agents officers and each Person, if any, Person who controls the Company (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act) and all other prospective sellers, from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, any amendments or supplements thereto, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Securities Act) or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to reimburse the Company, its directors and officers and each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers for any legal or any other expenses reasonably incurred in connection with investigating or defending any such Loss or action, in each case to the extent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, offering circular, any amendments or supplements thereto, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Securities Act) or other document in reliance upon and in conformity with written information regarding such holder of Registrable Securities that participates in such offering furnished to the same extent as the foregoing indemnity from the Company to such holder, but only with respect to information relating to such holder furnished in writing by such holder expressly for use in any Registration Statement or Prospectus, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company or its directors or officers or any such controlling person, in respect of which indemnity may be sought against a holder of Registrable Securities, such holder shall have the rights and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoing, if the Company is an indemnified party, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall the liability of any selling holder of Registrable Securities hereunder expressly for inclusion therein; provided, however, that the obligations of such holder under such undertaking shall not apply to amounts paid in settlement of any such Losses (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be greater in amount than unreasonably withheld); and provided, further, that the liability of such holder of Registrable Securities shall be limited to the net proceeds received by such selling holder upon from the sale of Registrable Securities covered by such Registration Statement. The indemnification provided for under this Section 2(g)(ii) shall survive the transfer of the Registrable Securities giving rise to such indemnification obligation. The Company and each other holder of Registrable Securities that participates in such offering shall be entitled to receive indemnities from underwriters, by the selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement or any amendment or supplement thereto, or any preliminary prospectusholder.

Indemnification by Holder of Registrable Securities. Each holder The Company may require, as a condition to including any Registrable Securities in any Registration Statement filed in accordance with Section 4 hereof, that the Company shall have received an undertaking reasonably satisfactory to it from the participating Holder of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other Holders of Registrable Securities severally agrees to indemnify and hold harmless Securities, the Company, its directors, officers, employees directors and agents officers and each Person, if any, Person who controls the Company (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act Act), from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will (without limitation of the portions of this Section 5(b)) reimburse the Company, such directors, officers and controlling persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such Loss, in each case to the extent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other holder document in reliance upon and in conformity with written information furnished to the Company by such Holder with respect to such Holder for inclusion in such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such Holder hereunder shall not apply to amounts paid in settlement of any such Losses (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such Holder of Registrable Securities that participates in such offering to the same extent as the foregoing indemnity from the Company to such holder, but only with respect to information relating to such holder furnished in writing by such holder expressly for use in any Registration Statement or Prospectus, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company or its directors or officers or any such controlling personindividual, in respect of which indemnity may be sought against a holder of Registrable Securitiesnot joint and several, such holder shall have the rights and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to for each holder by the preceding paragraph. Notwithstanding the foregoing, if the Company is an indemnified party, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall the liability of any selling holder Holder of Registrable Securities hereunder and shall be greater in amount than limited to the net proceeds received by such holder upon selling Holder from the sale of the Registrable Securities giving rise to such indemnification obligation. The Company and each other holder of Registrable Securities that participates in such offering shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing covered by such Persons specifically for inclusion Registration Statement, Prospectus, offering circular or other document containing such untrue statement (or alleged untrue statement) or omission (or alleged omission) (less the aggregate amount of any damages which such Holder has otherwise been required to pay in any Prospectus or Registration Statement respect of such Loss or any amendment or supplement thereto, or any preliminary prospectussubstantially similar Loss arising from the sale of such Registrable Securities).

Indemnification by Holder of Registrable Securities. Each holder In the event of the registration of any Registrable Securities severally agrees under the Securities Act pursuant to the provisions hereof, each Holder on whose behalf such Registrable Securities shall have been registered will, to the extent permitted by law, indemnify and hold harmless the CompanyCorporation, its directorseach director of the Corporation, officerseach officer of the Corporation who signs the registration statement, employees each underwriter, broker and agents dealer, if any, who participates in the offering and sale of such Registrable Securities and each Personother person, if any, who controls the Company Corporation or any such underwriter, broker or dealer within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being hereinafter sometimes referred to as an “indemnified person”), against any losses, claims, damages or liabilities, joint or several, to which the Corporation, such director, officer, underwriter, broker or dealer or controlling person may become subject under the Securities Act, the Exchange Act, state securities laws and each other holder Blue Sky laws or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) arise out of Registrable Securities that participates in such offering to the same extent as the foregoing indemnity from the Company to such holder, but only with respect to information relating to such holder furnished in writing or are based upon any untrue statement or alleged untrue statement of a material fact contained or incorporated by such holder expressly for use reference in any Registration Statement registration statement or Prospectus, prospectus or any amendment or supplement theretothereto or any 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 to make the statements therein not misleading, which untrue statement or alleged untrue statement or omission or alleged omission has been made or incorporated therein in reliance upon and in conformity with written information furnished to the Corporation by such Holder stating specifically that it is for use in preparation thereof, and will reimburse the Corporation and each such indemnified person for any preliminary prospectus. In case legal or any other expenses reasonably incurred by the Corporation or such indemnified person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the obligations of each holder hereunder shall be limited to an amount equal to the net proceeds to such Holder of securities sold as contemplated herein; and provided, further, that no holder shall have any obligation hereunder or be liable with respect to any settlement of any action or proceeding effected without its written consent, which consent shall not be brought against the Company unreasonably withheld, delayed or its directors or officers or any such controlling person, in respect of which indemnity may be sought against a holder of Registrable Securities, such holder shall have the rights and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoing, if the Company is an indemnified party, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company and each other holder of Registrable Securities that participates in such offering shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement or any amendment or supplement thereto, or any preliminary prospectusconditioned.

Indemnification by Holder of Registrable Securities. Each holder of Selling Holder whose Registrable Securities severally agrees are included in a registration pursuant hereto, shall be deemed to have agreed to indemnify and hold harmless the CompanyBorrower, its directors, officers, employees directors and agents officers and each Personperson, if any, who controls the Company Borrower within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and each other holder against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to the Registrable Securities or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon 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, provided that participates in the provisions of this paragraph shall apply only insofar as losses, claims, damages, liabilities or expenses arise out of, or are based upon, any such offering to the same extent as the foregoing indemnity from the Company to such holder, but only with respect to untrue statement or omission or allegation thereof based upon information relating to such holder furnished in writing by such holder Selling Holder or on such Selling Holder's behalf expressly for use in any Registration Statement registration statement or Prospectusprospectus relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company Borrower, or its directors or officers officers, or any such controlling person, in respect of which indemnity may be sought against a holder of Registrable Securitiessuch Selling Holder, such holder Selling Holder shall have the rights and duties given to the Company Borrower, and the Company Borrower or its directors or officers or such controlling person shall have the rights and duties given to each holder such Selling Holder, by the preceding paragraph. Notwithstanding the foregoing, if the Company is an indemnified party, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company and each other holder of Registrable Securities that participates in such offering shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement or any amendment or supplement thereto, or any preliminary prospectus.

Indemnification by Holder of Registrable Securities. Each In connection with any Registration Statement in which a holder of Registrable Securities is participating, each such holder of Registrable Securities shall indemnify, to the fullest extent permitted by law, severally agrees to indemnify and hold harmless not jointly with any other holders of Registrable Securities, the Company, its directors, officers, employees directors and agents managing members and each Person, if any, Person who controls the Company (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act Act) against all Losses arising out of or based on any untrue statement of a material fact contained in such Registration Statement, Prospectus, offering circular, any amendments or supplements thereto, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Securities Act) or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to reimburse the Company or such officers, directors, managing members and control persons for any reasonable and documented out-of-pocket legal or any other expenses actually incurred in connection with investigating or defending any such Loss or action, subject to the immediately following proviso, settling any such Loss or action, in each case to the extent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, offering circular, any amendments or supplements thereto, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Securities Act) or other document in reliance upon and in conformity with written information regarding such holder of Registrable Securities that participates in such offering furnished to the same extent as the foregoing indemnity from the Company to such holder, but only with respect to information relating to such holder furnished in writing by such holder expressly for use in any Registration Statement or Prospectus, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company or its directors or officers or any such controlling person, in respect of which indemnity may be sought against a holder of Registrable Securities, such holder shall have the rights and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoing, if the Company is an indemnified party, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall the liability of any selling holder of Registrable Securities hereunder or its authorized representatives expressly for inclusion therein; provided, however, that the foregoing obligations shall not apply to amounts paid in settlement of any such Losses (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be greater in amount than unreasonably withheld); and provided, further, that the liability of such holder of Registrable Securities shall be limited to the net proceeds received by such selling holder upon from the sale of the Registrable Securities giving rise to such indemnification obligation. The Company and each other holder of Registrable Securities that participates in such offering shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing covered by such Persons specifically for inclusion in any Prospectus or Registration Statement or any amendment or supplement thereto, or any preliminary prospectusStatement.

Indemnification by Holder of Registrable Securities. Each holder The Corporation may require, as a condition to including any Registrable Securities in any registration statement filed in accordance with this Agreement, that the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securities severally agrees to indemnify and hold harmless Securities, the CompanyCorporation, its directors, directors and officers, employees and agents and each Person, if any, Person who controls the Company Corporation (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act) and all other prospective sellers from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to (without limitation of the portions of this Section 8(b)) reimburse the Corporation, its directors and officers, each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers 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 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 Corporation by such holder for inclusion in such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such holder under such undertaking shall not apply to amounts paid in settlement of any such claims, Losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such holder of Registrable Securities that participates in such offering shall be limited to the same extent as the foregoing indemnity from the Company to such holder, but only with respect to information relating to such holder furnished in writing by such holder expressly for use in any Registration Statement or Prospectus, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company or its directors or officers or any such controlling person, in respect of which indemnity may be sought against a holder of Registrable Securities, such holder shall have the rights and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoing, if the Company is an indemnified party, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the net proceeds received by such selling holder upon from the sale of the Registrable Securities giving rise to such indemnification obligation. The Company and each other holder of Registrable Securities that participates in such offering shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing covered by such Persons specifically for inclusion in any Prospectus or Registration Statement or any amendment or supplement thereto, or any preliminary prospectusStatement.

Indemnification by Holder of Registrable Securities. Each In connection with any Registration Statement in which a holder of Registrable Securities severally is participating, such holder of Registrable Securities shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnify indemnify, to the fullest extent permitted by law, severally and hold harmless not jointly, the Company, its directors, officers, employees and accountants, attorneys, agents and employees, each Person, if any, Person who controls the Company (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act), and the directors, officers, partners, members, managers, stockholders, accountants, attorneys, agents or employees of such controlling persons, and each underwriter, if any, attorneys and agents of such underwriter, if any, and each person who controls such underwriter (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), if any, from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, Prospectus supplement, offering circular, or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and such directors, officers, partners, members, managers, stockholders, accountants, attorneys, employees, agents, persons, underwriters, or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability, or action, in each other holder of Registrable Securities that participates in such offering case to the same extent as the foregoing indemnity from the Company to such holderextent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, Prospectus supplement, offering circular, or other document in reliance upon and in conformity with respect written information furnished to information relating to such holder furnished in writing the Company by such holder expressly specifically for use in any connection with the preparation of such Registration Statement or Statement, Prospectus, Prospectus supplement, offering circular or other document; provided, however, that the obligations of such holder hereunder shall not apply to amounts paid in settlement of any amendment or supplement theretosuch claims, losses, damages, or any preliminary prospectus. In case any action liabilities (or proceeding shall be brought against the Company or its directors or officers or any such controlling person, actions in respect thereof) if such settlement is effected without the consent of which indemnity may be sought against a holder of Registrable Securities, such holder (which consent shall have the rights not be unreasonably withheld); and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoingprovided, if the Company is an indemnified partyfurther, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall that the liability of any each selling holder of Registrable Securities hereunder shall be greater in amount than limited to the net proceeds received by such selling holder upon from the sale of the Registrable Securities giving rise covered by such Registration Statement. In addition, insofar as the foregoing indemnity relates to any such untrue statement or omission made in the preliminary Prospectus but eliminated or remedied in the amended Prospectus on file with the SEC at the time the Registration Statement becomes effective or in the final Prospectus filed pursuant to applicable rules of the SEC or in any supplement or addendum thereto and such new Prospectus is delivered to the underwriter, the indemnity agreement herein shall not inure to the benefit of such underwriter, any controlling person of such underwriter and their respective Representatives, if a copy of the final Prospectus filed pursuant to such indemnification obligation. The Company rules, together with all supplements and each other holder of Registrable Securities that participates in such offering shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, addenda thereto was not furnished to the same extent as provided above with respect Person asserting the loss, liability, claim or damage at or prior to information so furnished in writing the time such furnishing is required by such Persons specifically for inclusion in any Prospectus or Registration Statement or any amendment or supplement thereto, or any preliminary prospectusthe Securities Act.

Indemnification by Holder of Registrable Securities. Each In connection with any Registration Statement in which a holder of Registrable Securities severally is participating, such holder of Registrable Securities shall furnish to HII in writing such information as HII reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnify indemnify, to the fullest extent permitted by law, severally and hold harmless the Companynot jointly, HII, its directors, officers, employees and accountants, attorneys, agents and employees, each Person, if any, Person who controls the Company HII (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act), and the directors, officers, partners, members, managers, stockholders, accountants, attorneys, agents or employees of such controlling persons, and each underwriter, if any, and each person who controls such underwriter (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse HII and such directors, officers, partners, members, managers, stockholders, accountants, attorneys, employees, agents, persons, underwriters, or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each other holder of Registrable Securities case to the extent, but in each case only to the extent, that participates such untrue statement or omission is made in such Registration Statement, Prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the same extent as the foregoing indemnity from the Company to such holder, but only with respect to information relating to such holder furnished in writing HII by such holder expressly specifically for use in any connection with the preparation of such Registration Statement or Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such holder hereunder shall not apply to amounts paid in settlement of any amendment or supplement theretosuch claims, losses, damages, or any preliminary prospectus. In case any action liabilities (or proceeding shall be brought against the Company or its directors or officers or any such controlling person, actions in respect thereof) if such settlement is effected without the consent of which indemnity may be sought against a holder of Registrable Securities, such holder (which consent shall have the rights not be unreasonably withheld); and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoingprovided further, if the Company is an indemnified partyhowever, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall that the liability of any each selling holder of Registrable Securities hereunder shall be greater in amount than limited to the net proceeds received by such selling holder upon from the sale of the Registrable Securities giving rise covered by such Registration Statement. In addition, insofar as the foregoing indemnity relates to any such untrue statement or omission made in the preliminary Prospectus but eliminated or remedied in the amended Prospectus on file with the Commission at the time the Registration Statement becomes effective or in the final Prospectus filed pursuant to applicable rules of the Commission or in any supplement or addendum thereto and such new Prospectus is delivered to the underwriter, the indemnity agreement herein shall not inure to the benefit of such underwriter, any controlling person of such underwriter and their respective Representatives, if a copy of the final Prospectus filed pursuant to such indemnification obligation. The Company rules, together with all supplements and each other holder of Registrable Securities that participates in such offering shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, addenda thereto was not furnished to the same extent as provided above with respect Person asserting the loss, liability, claim or damage at or prior to information so furnished in writing the time such furnishing is required by such Persons specifically for inclusion in any Prospectus or Registration Statement or any amendment or supplement thereto, or any preliminary prospectusthe Securities Act.

Indemnification by Holder of Registrable Securities. Each holder In connection with any Registration Statement in which a Holder of Registrable Securities severally agrees is participating, such Holder of Registrable Securities shall furnish to Quintiles in writing such information as Quintiles reasonably requests for use in connection with any Registration Statement or Prospectus, and shall severally, without limitation as to time, indemnify and hold harmless harmless, to the Companyfullest extent permitted by law, its Quintiles, any underwriter participating in the distribution and their respective directors, officers, employees and agents and employees, each Person, if any, Person who controls the Company Quintiles or any such underwriter (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act Act), and each other holder the directors, officers, agents or employees of Registrable Securities that participates in such offering to the same extent controlling person, from and against any and all Losses, as the foregoing indemnity from the Company to such holderincurred, but only with respect to information relating to such holder furnished in writing by such holder expressly for use arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement or Statement, Prospectus, or form of prospectus, or in any amendment or supplement thereto or in any Preliminary Prospectus, or arising out of or based upon, in the case of the Registration Statement or any amendments thereto, any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and, in the case of the Prospectus, or form of prospectus, or in any amendments or supplements thereto, or in any preliminary prospectus. In case Preliminary Prospectus, any action omission or proceeding shall alleged omission of a material fact required to be brought against stated therein or necessary to make the Company statements therein, in the light of the circumstances under which they were made, not misleading, in either case, to the extent, but only to the extent, that such untrue or its directors alleged untrue statement or officers omission or alleged omission has been made therein in reliance upon and in conformity with information furnished in writing to Quintiles by such Holder expressly for use therein or (ii) the failure of such participating Holder or any underwriter acting for such controlling person, in respect participating Holder at or prior to the written confirmation of which indemnity may be sought against a holder the sale of Registrable Securities, such holder shall have the rights and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoing, if the Company is an indemnified party, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities to send or deliver a copy of an amended Preliminary Prospectus or the Indemnified partiesfinal Prospectus (or the final Prospectus as amended or supplemented) to the person asserting any such Losses who purchased the Registrable Securities which are the subject thereof and the untrue statement or alleged untrue statement or omission or alleged omission of a material fact made in such Preliminary Prospectus was corrected in the amended Preliminary Prospectus or the final Prospectus (or the final Prospectus as amended and supplemented). In no event shall the liability of any selling holder Seller of Registrable Securities hereunder be, or be claimed by Quintiles to be, greater in amount than the dollar amount of the proceeds actually received by such holder Seller upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company and each other holder of Registrable Securities that participates in such offering shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement or any amendment or supplement thereto, or any preliminary prospectus.

Indemnification by Holder of Registrable Securities. Each In connection with any Registration Statement in which a holder of Registrable Securities severally is participating, such holder of Registrable Securities shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnify indemnify, to the fullest extent permitted by law, severally and hold harmless not jointly, the Company, its directors, officers, employees directors and agents officers and each Person, if any, Person who controls the Company (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act Act), from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and such directors, officers, partners, members, managers, Stockholders, accountants, attorneys, employees, agents, persons, underwriters or control persons for any legal or any other expenses reasonably incurred and documented in connection with investigating or defending any such claim, loss, damage, liability, or action, in each other holder of Registrable Securities that participates in such offering case to the same extent as the foregoing indemnity from the Company to such holderextent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus or other document in reliance upon and in conformity with respect written information furnished to information relating to such holder furnished in writing the Company by such holder expressly for use inclusion in such Registration Statement, Prospectus or other document; provided, however, that the obligations of such holder hereunder shall not apply to amounts paid in settlement of any Registration Statement or Prospectussuch claims, losses, damages, or any amendment liabilities (or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company or its directors or officers or any such controlling person, actions in respect thereof) if such settlement is effected without the consent of which indemnity may be sought against a holder of Registrable Securities, such holder (which consent shall have the rights not be unreasonably withheld); and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoingprovided, if the Company is an indemnified partyfurther, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall that the liability of any each selling holder of Registrable Securities hereunder shall be greater in amount than limited to the net proceeds received by such selling holder upon from the sale of the Registrable Securities giving rise to such indemnification obligation. The Company and each other holder of Registrable Securities that participates in such offering shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing covered by such Persons specifically for inclusion in any Prospectus or Registration Statement or any amendment or supplement thereto, or any preliminary prospectusStatement.

Indemnification by Holder of Registrable Securities. Each Subject to the limitations set forth in Section 4.4.3 hereof, each selling holder of Registrable Securities will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling holder, severally agrees to and not jointly, indemnify and hold harmless the CompanyParent, each of its directors, directors and officers, employees and agents and each Personother selling holder and each other person, if any, who controls the Company another selling holder within the meaning of either Section 15 of the Securities Act Act, against any losses, claims, judgments, damages or Section 20 liabilities, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of the Exchange Act and each other holder or are based upon any untrue statement or allegedly untrue statement of Registrable Securities that participates in such offering to the same extent as the foregoing indemnity from the Company to such holder, but only with respect to information relating to such holder furnished in writing by such holder expressly for use a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or Prospectussummary prospectus contained in the Registration Statement, or any amendment or supplement theretoto the Registration Statement, or arise out of or are based upon any preliminary prospectus. In case any action omission or proceeding shall the alleged omission to state a material fact required to be brought against stated therein or necessary to make the Company or its directors or officers or any such controlling personstatement therein, in respect light of the circumstance in which indemnity may be sought against a holder of Registrable Securitiesthey were made, such holder shall have the rights and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoingnot misleading, if the Company is an indemnified party, statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company shall designate the one counselParent by such selling holder expressly for use therein, and shall reimburse the Parent, its directors and officers, and each other selling holder or controlling person for any legal or other expenses reasonably incurred by any of them in all other circumstancesconnection with investigation or defending any such loss, the one counsel claim, damage, liability or action. Each selling holder’s indemnification obligations hereunder shall be designated by a majority in interest based upon several and not joint and shall be limited to the Registrable Securities of the Indemnified parties. In no event shall the liability amount of any selling holder of Registrable Securities hereunder be greater in amount than the net proceeds (after expenses, fees, commissions and discounts) actually received by such selling holder upon for the sale of the Registrable Securities giving pursuant to the Registration Statement which gives rise to such indemnification obligationobligation to indemnify and/or contribute. The Company Such indemnity shall survive the transfer of such securities by the Holder and each other holder any termination of Registrable Securities that participates in such offering this Agreement, and shall be entitled in addition to receive indemnities from underwriters, any liability the selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement or any amendment or supplement thereto, or any preliminary prospectusholder may otherwise have.

Indemnification by Holder of Registrable Securities. Each holder As a condition to including any Registrable Securities in any Registration Statement filed in accordance with Section 4 hereof, the Company shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by Applicable Law, severally and not jointly with any other Holders of Registrable Securities severally agrees to indemnify and hold harmless whose Registrable Securities are included in any such Registration Statement, the Company, its directors, officers, employees directors and agents officers and each Person, if any, Person who controls the Company (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act Act) the Company and all other prospective sellers, from and against all Losses arising out of or based on any untrue or alleged untrue statement of a material fact contained in any such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other document, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, such directors, controlling persons and prospective sellers for any legal or any other expenses reasonably incurred in connection with investigating or defending any such Loss, in each case to the extent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other holder document in reliance upon and in conformity with written information furnished to the Company by such Holder with respect to such Holder for inclusion in such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such Holder hereunder shall not apply to amounts paid in settlement of any such Losses (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such Holder of Registrable Securities that participates in such offering shall be limited to the same extent as the foregoing indemnity from the Company to such holder, but only with respect to information relating to such holder furnished in writing by such holder expressly for use in any Registration Statement or Prospectus, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company or its directors or officers or any such controlling person, in respect of which indemnity may be sought against a holder of Registrable Securities, such holder shall have the rights and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoing, if the Company is an indemnified party, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the net proceeds received by such holder upon selling Holder from the sale of the Registrable Securities giving rise to such indemnification obligation. The Company and each other holder of Registrable Securities that participates in such offering shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing covered by such Persons specifically for inclusion in any Prospectus or Registration Statement or any amendment or supplement thereto, or any preliminary prospectusStatement.

Indemnification by Holder of Registrable Securities. Each holder The Company may require, as a condition to including any Registrable Securities in any Registration Statement filed in accordance with Section 4 hereof, that the Company shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other Holders of Registrable Securities severally agrees to indemnify and hold harmless Securities, the Company, its directors, officers, employees directors and agents officers and each Person, if any, Person who controls the Company (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act Act) and all other prospective sellers, from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will (without limitation of the portions of this Section 5(b)) reimburse the Company, such directors, controlling persons and prospective sellers for any legal or any other expenses reasonably incurred in connection with investigating or defending any such Loss, in each other holder of Registrable Securities that participates in such offering case to the same extent as the foregoing indemnity from the Company to such holderextent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, offering circular, or other document in reliance upon and in conformity with respect to written information relating to such holder Holder furnished in writing to the Company by such holder expressly Holder for use inclusion in any such Registration Statement or Statement, Prospectus, offering circular or any amendment or supplement theretoother document; provided, or any preliminary prospectus. In case any action or proceeding however, that the obligations of such Holder hereunder shall be brought against the Company or its directors or officers or not apply to amounts paid in settlement of any such controlling person, Losses (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which indemnity may consent shall not be sought against a holder of Registrable Securitiesunreasonably withheld); and provided, such holder shall have the rights and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoingfurther, if the Company is an indemnified party, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall that the liability of any selling holder such Holder of Registrable Securities hereunder shall be greater in amount than limited to the net proceeds received by such holder upon selling Holder from the sale of the Registrable Securities giving rise to such indemnification obligation. The Company and each other holder of Registrable Securities that participates in such offering shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing covered by such Persons specifically for inclusion in any Prospectus or Registration Statement or any amendment or supplement thereto, or any preliminary prospectusStatement.”

Indemnification by Holder of Registrable Securities. Each In connection with any Registration Statement in which a holder of Registrable Securities severally is participating, such holder of Registrable Securities shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnify indemnify, to the fullest extent permitted by law, severally and hold harmless not jointly, the Company, its directors, officers, employees and accountants, attorneys, agents and employees, each Person, if any, Person who controls the Company (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act), and the directors, officers, partners, members, managers, stockholders, accountants, attorneys, agents or employees of such controlling persons, and each underwriter, if any, attorneys and agents of such underwriter, if any, and each person who controls such underwriter (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), if any, from and against all Losses arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, Prospectus, Prospectus supplement, 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, partners, members, managers, stockholders, accountants, attorneys, employees, agents, persons, underwriters, or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability, or action, in each other holder of Registrable Securities that participates in such offering case to the same extent as the foregoing indemnity from the Company to such holderextent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, Prospectus supplement, offering circular, or other document in reliance upon and in conformity with respect written information furnished to information relating to such holder furnished in writing the Company by such holder expressly specifically for use in any connection with the preparation of such Registration Statement or Statement, Prospectus, Prospectus supplement, offering circular or other document; provided, however, that the obligations of such holder hereunder shall not apply to amounts paid in settlement of any amendment or supplement theretosuch claims, losses, damages, or any preliminary prospectus. In case any action liabilities (or proceeding shall be brought against the Company or its directors or officers or any such controlling person, actions in respect thereof) if such settlement is effected without the consent of which indemnity may be sought against a holder of Registrable Securities, such holder (which consent shall have the rights not be unreasonably withheld); and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoingprovided, if the Company is an indemnified partyfurther, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall that the liability of any each selling holder of Registrable Securities hereunder shall be greater in amount than limited to the net proceeds received by such selling holder upon from the sale of the Registrable Securities giving rise covered by such Registration Statement. In addition, insofar as the foregoing indemnity relates to any such untrue statement or omission made in the preliminary Prospectus but eliminated or remedied in the amended Prospectus on file with the SEC at the time the Registration Statement becomes effective or in the final Prospectus filed pursuant to applicable rules of the SEC or in any supplement or addendum thereto and such new Prospectus is delivered to the underwriter, the indemnity agreement herein shall not inure to the benefit of such underwriter, any controlling person of such underwriter and their respective Representatives, if a copy of the final Prospectus filed pursuant to such indemnification obligation. The Company rules, together with all supplements and each other holder of Registrable Securities that participates in such offering shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, addenda thereto was not furnished to the same extent as provided above with respect Person asserting the loss, liability, claim or damage at or prior to information so furnished in writing the time such furnishing is required by such Persons specifically for inclusion in any Prospectus or Registration Statement or any amendment or supplement thereto, or any preliminary prospectusthe Securities Act.

Indemnification by Holder of Registrable Securities. Each holder The Company may require, as a condition to including any Registrable Securities in any registration statement filed in accordance with this Agreement, that the Company shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securities severally agrees to indemnify and hold harmless Securities, the Company, its directors, officers, employees directors and agents officers and each Person, if any, Person who controls the Company (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act) and all other prospective sellers, from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, any amendments or supplements thereto, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Securities Act) or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to reimburse the Company, its directors and officers and each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers for any legal or any other expenses reasonably incurred in connection with investigating or defending any such Loss or action, in each case to the extent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, offering circular, any amendments or supplements thereto, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Securities Act) or other document in reliance upon and in conformity with written information regarding such holder of Registrable Securities that participates in such offering furnished to the same extent as the foregoing indemnity from the Company to such holder, but only with respect to information relating to such holder furnished in writing by such holder expressly for use in any Registration Statement or Prospectus, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company or its directors or officers or any such controlling person, in respect of which indemnity may be sought against a holder of Registrable Securities, such holder shall have the rights and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoing, if the Company is an indemnified party, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall the liability of any selling holder of Registrable Securities hereunder expressly for inclusion therein; provided, however, that the obligations of such holder under such undertaking shall not apply to amounts paid in settlement of any such Losses (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be greater in amount than unreasonably withheld); and provided, further, that the liability of such holder of Registrable Securities shall be limited to the net proceeds received by such selling holder upon from the sale of the Registrable Securities giving rise to such indemnification obligation. The Company and each other holder of Registrable Securities that participates in such offering shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing covered by such Persons specifically for inclusion in any Prospectus or Registration Statement or any amendment or supplement thereto, or any preliminary prospectusStatement.

Indemnification by Holder of Registrable Securities. Each In connection with any Registration Statement in which a holder of Registrable Securities severally is participating, such holder of Registrable Securities shall furnish to WIND in writing such information as WIND reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnify indemnify, to the fullest extent permitted by law, severally and hold harmless the Companynot jointly, WIND, its directors, officers, employees and accountants, attorneys, agents and employees, each Person, if any, Person who controls the Company WIND (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act), and the directors, officers, partners, members, managers, stockholders, accountants, attorneys, agents or employees of such controlling persons, and each underwriter, if any, and each person who controls such underwriter (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse WIND and such directors, officers, partners, members, managers, stockholders, accountants, attorneys, employees, agents, persons, underwriters, or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each other holder of Registrable Securities case to the extent, but in each case only to the extent, that participates such untrue statement or omission is made in such Registration Statement, Prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the same extent as the foregoing indemnity from the Company to such holder, but only with respect to information relating to such holder furnished in writing WIND by such holder expressly specifically for use in any connection with the preparation of such Registration Statement or Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such holder hereunder shall not apply to amounts paid in settlement of any amendment or supplement theretosuch claims, losses, damages, or any preliminary prospectus. In case any action liabilities (or proceeding shall be brought against the Company or its directors or officers or any such controlling person, actions in respect thereof) if such settlement is effected without the consent of which indemnity may be sought against a holder of Registrable Securities, such holder (which consent shall have the rights not be unreasonably withheld); and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoingprovided further, if the Company is an indemnified partyhowever, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall that the liability of any each selling holder of Registrable Securities hereunder shall be greater in amount than limited to the net proceeds received by such selling holder upon from the sale of the Registrable Securities giving rise covered by such Registration Statement. In addition, insofar as the foregoing indemnity relates to any such untrue statement or omission made in the preliminary Prospectus but eliminated or remedied in the amended Prospectus on file with the Commission at the time the Registration Statement becomes effective or in the final Prospectus filed pursuant to applicable rules of the Commission or in any supplement or addendum thereto and such new Prospectus is delivered to the underwriter, the indemnity agreement herein shall not inure to the benefit of such underwriter, any controlling person of such underwriter and their respective Representatives, if a copy of the final Prospectus filed pursuant to such indemnification obligation. The Company rules, together with all supplements and each other holder of Registrable Securities that participates in such offering shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, addenda thereto was not furnished to the same extent as provided above with respect Person asserting the loss, liability; claim or damage at or prior to information so furnished in writing the time such furnishing is required by such Persons specifically for inclusion in any Prospectus or Registration Statement or any amendment or supplement thereto, or any preliminary prospectusthe Securities Act.

Indemnification by Holder of Registrable Securities. Each holder The Corporation may require, as a condition to including any Registrable Securities in any Registration Statement filed in accordance with this Agreement, that the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by Law, severally and not jointly with any other holders of Registrable Securities severally agrees to indemnify and hold harmless Securities, the CompanyCorporation, its directors, officers, employees directors and agents officers and each Person, if any, Person who controls the Company Corporation (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act) and all other prospective sellers from and against all Losses, as incurred, arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to (without limitation of the portions of this Section 8(b)) reimburse the Corporation, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers for any legal or any other expenses reasonably incurred in connection with investigating or defending any such Loss or action, in each other holder of Registrable Securities that participates in such offering case to the same extent as the foregoing indemnity from the Company to such holderextent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, offering circular, or other document in reliance upon and in conformity with respect written information furnished to information relating to such holder furnished in writing the Corporation by such holder expressly for use inclusion in any such Registration Statement or Statement, Prospectus, offering circular or any amendment or supplement theretoother document; provided, or any preliminary prospectus. In case any action or proceeding however, that the obligations of such holder under such undertaking shall be brought against the Company or its directors or officers or not apply to amounts paid in settlement of any such controlling person, Losses (or actions in respect thereof) if such settlement is effected without the consent of which indemnity may be sought against a holder of Registrable Securities, such holder (which consent shall have the rights not be unreasonably withheld); and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoingprovided, if the Company is an indemnified partyfurther, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall that the liability of any selling such holder of Registrable Securities hereunder shall be greater in amount than limited to the net proceeds received by such selling holder upon from the sale of the Registrable Securities giving rise to such indemnification obligation. The Company and each other holder of Registrable Securities that participates in such offering shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing covered by such Persons specifically for inclusion in any Prospectus or Registration Statement or any amendment or supplement thereto, or any preliminary prospectusStatement.

Indemnification by Holder of Registrable Securities. Each holder As a condition to including any Registrable Securities in any Registration Statement filed in accordance with Section 4 hereof, the Company shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other Holders of Registrable Securities severally agrees to indemnify and hold harmless Securities, the Company, its directors, officers, employees directors and agents officers and each Person, if any, Person who controls the Company (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act Act) the Company and all other prospective sellers, from and against all Losses arising out of or based on any untrue or alleged untrue statement of a material fact contained in any such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other document, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, such directors, controlling persons and prospective sellers for any legal or any other expenses reasonably incurred in connection with investigating or defending any such Loss, in each case to the extent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other holder document in reliance upon and in conformity with written information furnished to the Company by such Holder with respect to such Holder for inclusion in such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such Holder hereunder shall not apply to amounts paid in settlement of any such Losses (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such Holder of Registrable Securities that participates in such offering shall be limited to the same extent as the foregoing indemnity from the Company to such holder, but only with respect to information relating to such holder furnished in writing by such holder expressly for use in any Registration Statement or Prospectus, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company or its directors or officers or any such controlling person, in respect of which indemnity may be sought against a holder of Registrable Securities, such holder shall have the rights and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoing, if the Company is an indemnified party, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the net proceeds received by such holder upon selling Holder from the sale of the Registrable Securities giving rise to such indemnification obligation. The Company and each other holder of Registrable Securities that participates in such offering shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing covered by such Persons specifically for inclusion in any Prospectus or Registration Statement or any amendment or supplement thereto, or any preliminary prospectusStatement.

Indemnification by Holder of Registrable Securities. Each In connection with any registration statement in which a holder of Registrable Securities severally agrees is participating, such holder will furnish to the Corporation in writing such information and affidavits as the Corporation reasonably requests for use in connection with any such registration statement or preliminary or final prospectus or any amendment or supplement thereto or any document incorporated by reference therein and shall indemnify and hold harmless the CompanyCorporation, its directorsemployees, directors and officers, employees and agents and each Person, if any, Person who controls the Company Corporation (within the meaning of either Section 15 the Securities Act and the Exchange Act) and all other prospective sellers and their respective directors, officers and controlling Persons (within the meaning of the Securities Act and the Exchange Act) against any losses, claims, damages, liabilities and expenses (or Section 20 actions in respect thereof) arising out of or based upon any untrue or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in any registration statement or preliminary or final prospectus relating to the registration of such Registrable Securities or any amendment thereof or supplement thereto or necessary to make the statements therein, in light of the Exchange Act and each other holder of Registrable Securities that participates circumstances in such offering which they were made, not misleading, to the same extent as the foregoing indemnity from the Company to such holderextent, but only with respect to the extent, that such untrue or alleged untrue statement or omission or alleged omission is contained in any written information relating to or affidavit furnished by or on behalf of such holder furnished in writing by such holder expressly specifically for use in any Registration Statement such registration statement or Prospectus, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against prospectus and then only to the Company or its directors or officers or any such controlling person, in respect of which indemnity may be sought against a holder of Registrable Securities, such holder shall have the rights and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoing, if the Company is an indemnified party, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities extent of the Indemnified parties. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the total proceeds received by such holder upon of Registrable Securities. Subject to the sale provisions of Section 9(c), the Registrable Securities giving rise to such indemnification obligation. The Company and each other holder holders of Registrable Securities that participates in such offering shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distributionany registration will reimburse, to the same extent of the total proceeds received by the holders of Registrable Securities, the Corporation, its officers, directors and controlling Persons and all other prospective sellers and their respective directors, officers and controlling Persons for any reasonable legal and other expenses as provided above incurred in connection with respect to information so furnished in writing by investigation or defending any such Persons specifically for inclusion in any Prospectus losses, claims, damages, liabilities, expenses or Registration Statement or any amendment or supplement thereto, or any preliminary prospectusactions.

Indemnification by Holder of Registrable Securities. Each In connection with any Registration Statement in which a holder of Registrable Securities severally is participating, such holder of Registrable Securities shall furnish to the Corporation in writing such information as the Corporation reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnify indemnify, to the fullest extent permitted by law, severally and hold harmless not jointly, the CompanyCorporation, its directors, officers, employees directors and agents officers and each Person, if any, Person who controls the Company Corporation (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act Act), from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Corporation and such directors, officers, partners, members, managers, stockholders, accountants, attorneys, employees, agents, persons, underwriters, or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability, or action, in each other holder of Registrable Securities that participates in such offering case to the same extent as the foregoing indemnity from the Company to such holderextent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, offering circular, or other document in reliance upon and in conformity with respect written information furnished to information relating to such holder furnished in writing the Corporation by such holder expressly for use inclusion in any such Registration Statement or Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such holder hereunder shall not apply to amounts paid in settlement of any amendment or supplement theretosuch claims, losses, damages, or any preliminary prospectus. In case any action liabilities (or proceeding shall be brought against the Company or its directors or officers or any such controlling person, actions in respect thereof) if such settlement is effected without the consent of which indemnity may be sought against a holder of Registrable Securities, such holder (which consent shall have the rights not be unreasonably withheld); and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoingprovided, if the Company is an indemnified partyfurther, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall that the liability of any each selling holder of Registrable Securities hereunder shall be greater in amount than limited to the net proceeds received by such selling holder upon from the sale of the Registrable Securities giving rise to such indemnification obligation. The Company and each other holder of Registrable Securities that participates in such offering shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing covered by such Persons specifically for inclusion in any Prospectus or Registration Statement or any amendment or supplement thereto, or any preliminary prospectusStatement.

Indemnification by Holder of Registrable Securities. Each holder of Holder whose Registrable Securities severally agrees to Shares are covered by a Registration Statement shall indemnify and hold harmless harmless, to the fullest extent permitted by law, severally and not jointly with any other Holder, the Company, its directors, officers, employees directors and agents officers and each Person, if any, Person who controls the Company (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act and each other holder of Registrable Securities that participates in such offering to the same extent as the foregoing indemnity from Act) the Company to such holderand all other prospective sellers, but only with respect to information relating to such holder furnished in writing by such holder expressly for use from and against all Losses arising out of or based on any untrue or alleged untrue statement of a material fact contained in any such Registration Statement Statement, Prospectus or Prospectus, Free Writing Prospectus or any amendment thereof or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company or its directors or officers document incorporated by reference therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, such directors, controlling personpersons and prospective sellers for any legal or any other expenses reasonably incurred in connection with investigating or defending any such Loss, in respect of which indemnity may be sought against a holder of Registrable Securitieseach case to the extent, but only to the extent, that such holder shall have the rights and duties given the Company and the Company untrue statement or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoing, if the Company omission is an indemnified party, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company and each other holder of Registrable Securities that participates made in such offering shall be entitled to receive indemnities from underwritersRegistration Statement, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement Free Writing Prospectus or any amendment thereof or supplement thereto, or any preliminary prospectusdocument incorporated by reference therein, in each case in reliance upon and in conformity with written information furnished to the Company by such Holder with respect to such Holder for inclusion in such Registration Statement, Prospectus or Free Writing Prospectus or any amendment thereof or supplement thereto, or any document incorporated by reference therein; provided, however, that the obligations of such Holder hereunder shall not apply to amounts paid in settlement of any such Losses (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such Holder shall be limited to the net proceeds received by such selling Holder from the sale of Registrable Securities covered by such Registration Statement.

Indemnification by Holder of Registrable Securities. Each holder As a condition to including any Registrable Securities in any Registration Statement filed in accordance with Section 4 hereof, the Company shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by Applicable Law, severally and not jointly with any other Holders of Registrable Securities severally agrees to indemnify and hold harmless whose Registrable Securities are included in any such Registration Statement, the Company, its directors, officers, employees directors and agents officers and each Person, if any, Person who controls the Company (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act Act) the Company and all other prospective sellers, from and against all Losses arising out of or based on any untrue or alleged untrue statement of a material fact contained in any such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other document, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, such directors, controlling persons and prospective sellers for any legal or any other expenses reasonably incurred in connection with investigating or defending any such Loss, in each case to the extent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other holder document in reliance upon and in conformity with information furnished to the Company by such Holder with respect to such Holder for inclusion in such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such Holder hereunder shall not apply to amounts paid in settlement of any such Losses (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such Holder of Registrable Securities that participates in such offering shall be limited to the same extent as the foregoing indemnity net proceeds after underwriting commissions and discounts (but before any taxes and expenses which may be payable by such Holder) received by such selling Holder from the Company to such holder, but only with respect to information relating to such holder furnished in writing by such holder expressly for use in any Registration Statement or Prospectus, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company or its directors or officers or any such controlling person, in respect of which indemnity may be sought against a holder of Registrable Securities, such holder shall have the rights and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoing, if the Company is an indemnified party, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall the liability of any selling holder sale of Registrable Securities hereunder be greater in amount than the proceeds received covered by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company and each other holder of Registrable Securities that participates in such offering shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement or any amendment or supplement thereto, or any preliminary prospectusStatement.

Indemnification by Holder of Registrable Securities. Each In connection with any Registration Statement in which a holder of Registrable Securities severally includes Registrable Securities, such holder of Registrable Securities agrees to indemnify indemnify, to the fullest extent permitted by law, severally and hold harmless not jointly, the Company, its directorseach other holder of Registrable Securities which includes Registrable Securities in such Registration Statement, officers, employees their respective directors and agents officers and each Person, if any, Person who controls the Company and such holders (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act Act) (collectively, “Company/Holder Indemnitees”), from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, or other offering document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse each Company/Holder Indemnitee for any legal or any other holder of Registrable Securities that participates expenses reasonably incurred in connection with investigating or defending any such offering claim, loss, damage, liability, or action, in each case to the same extent as the foregoing indemnity from the Company to such holderextent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, or other offering document in reliance upon and in conformity with respect written information furnished to information relating to such holder furnished in writing the Company by such holder expressly for use inclusion in any such Registration Statement or Statement, Prospectus, or other offering document; provided, however, that the obligations of such holder hereunder shall not apply to amounts paid in settlement of any amendment or supplement theretosuch claims, losses, damages, or any preliminary prospectus. In case any action liabilities (or proceeding shall be brought against the Company or its directors or officers or any such controlling person, actions in respect thereof) if such settlement is effected without the consent of which indemnity may be sought against a holder of Registrable Securities, such holder (which consent shall have the rights not be unreasonably withheld); and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoingprovided, if the Company is an indemnified partyfurther, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall that the liability of any each selling holder of Registrable Securities hereunder shall be greater in amount than limited to the net proceeds received by such selling holder upon from the sale of Registrable Securities giving rise to such indemnification obligation. In addition, insofar as the foregoing indemnity relates to any such untrue statement or omission made in a preliminary Prospectus but eliminated or remedied in an amended or supplemented preliminary Prospectus on file with the SEC at the time the Registration Statement becomes effective, or in any amendment or supplement thereto at or prior to the pricing of the sale of the Registrable Securities giving rise to such the indemnification obligation. The Company , and each other holder of Registrable Securities that participates in such offering shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any new preliminary Prospectus or Registration Statement or any amendment or supplement theretothereto is delivered to the underwriter, the indemnity agreement in this Section 7(b) shall not inure to the benefit of any Person if a copy of such amended or any supplemented preliminary prospectusProspectus was not furnished to the Person asserting the Loss at or prior to the pricing of the sale of the Registrable Securities giving rise to the indemnification obligation.

Indemnification by Holder of Registrable Securities. Each In connection with any Registration Statement in which a holder of Registrable Securities severally is participating, such holder of Registrable Securities shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnify indemnify, to the fullest extent permitted by law, severally and hold harmless not jointly, the Company, its directors, officers, employees and accountants, attorneys, agents and employees, each Person, if any, Person who controls the Company (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act), and the directors, officers, partners, members, managers, stockholders, accountants, attorneys, agents or employees of such controlling persons, and each underwriter, if any, and each person who controls such underwriter (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and such directors, officers, partners, members, managers, stockholders, accountants, attorneys, employees, agents, persons, underwriters, or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability, or action, in each other holder of Registrable Securities that participates in such offering case to the same extent as the foregoing indemnity from the Company to such holderextent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, offering circular, or other document in reliance upon and in conformity with respect written information furnished to information relating to such holder furnished in writing the Company by such holder expressly specifically for use in any connection with the preparation of such Registration Statement or Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such holder hereunder shall not apply to amounts paid in settlement of any amendment or supplement theretosuch claims, losses, damages, or any preliminary prospectus. In case any action liabilities (or proceeding shall be brought against the Company or its directors or officers or any such controlling person, actions in respect thereof) if such settlement is effected without the consent of which indemnity may be sought against a holder of Registrable Securities, such holder (which consent shall have the rights not be unreasonably withheld); and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoingprovided, if the Company is an indemnified partyfurther, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall that the liability of any each selling holder of Registrable Securities hereunder shall be greater in amount than limited to the net proceeds received by such selling holder upon from the sale of the Registrable Securities giving rise covered by such Registration Statement. In addition, insofar as the foregoing indemnity relates to any such untrue statement or omission made in the preliminary Prospectus but eliminated or remedied in the amended Prospectus on file with the SEC at the time the Registration Statement becomes effective or in the final Prospectus filed pursuant to applicable rules of the SEC or in any supplement or addendum thereto and such new Prospectus is delivered to the underwriter, the indemnity agreement herein shall not inure to the benefit of such underwriter, any controlling person of such underwriter and their respective Representatives, if a copy of the final Prospectus filed pursuant to such indemnification obligation. The Company rules, together with all supplements and each other holder of Registrable Securities that participates in such offering shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, addenda thereto was not furnished to the same extent as provided above with respect Person asserting the loss, liability, claim or damage at or prior to information so furnished in writing the time such furnishing is required by such Persons specifically for inclusion in any Prospectus or Registration Statement or any amendment or supplement thereto, or any preliminary prospectusthe Securities Act.

Indemnification by Holder of Registrable Securities. Each holder The Company may require, as a condition to including any Registrable Securities in any registration statement filed in accordance with this Agreement, that the Company shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securities severally agrees to indemnify and hold harmless Securities, the Company, its directorsSubsidiaries, officers, employees and agents and each Person, if any, Person who controls the Company (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act) and each their respective officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, any amendments or supplements thereto, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Securities Act) or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to reimburse the Company, its Subsidiaries , each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and each their respective officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees for any reasonable and documented out-of-pocket legal or any other expenses actually incurred in connection with investigating or defending any such Loss or action, subject to the immediately following proviso, settling any such Loss or action, in each case to the extent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, offering circular, any amendments or supplements thereto, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Securities Act) or other document in reliance upon and in conformity with written information regarding such holder of Registrable Securities that participates in such offering furnished to the same extent as the foregoing indemnity from the Company to such holder, but only with respect to information relating to such holder furnished in writing by such holder expressly for use in any Registration Statement or Prospectus, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company or its directors or officers or any such controlling person, in respect of which indemnity may be sought against a holder of Registrable Securities, such holder shall have the rights and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoing, if the Company is an indemnified party, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall the liability of any selling holder of Registrable Securities hereunder or its authorized representatives expressly for inclusion therein; provided, however, that the obligations of such holder under such undertaking shall not apply to amounts paid in settlement of any such Losses (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be greater in amount than unreasonably withheld); and provided, further, that the liability of such holder of Registrable Securities shall be limited to the net proceeds received by such selling holder upon from the sale of the Registrable Securities giving rise to such indemnification obligation. The Company and each other holder of Registrable Securities that participates in such offering shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing covered by such Persons specifically for inclusion in any Prospectus or Registration Statement or any amendment or supplement thereto, or any preliminary prospectusStatement.

Indemnification by Holder of Registrable Securities. Each In connection with any Registration Statement in which a holder of Registrable Securities severally is participating, such holder of Registrable Securities shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnify and hold harmless indemnify, to the fullest extent permitted by law, the Company, its directors, officers, employees and agents and employees, each Person, if any, Person who controls the Company (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act Act), and each other holder the directors, officers, agents or employees of Registrable Securities that participates in such offering to the same extent as the foregoing indemnity controlling persons, from the Company to such holder, but only with respect to information relating to such holder furnished in writing by such holder expressly for use and against all Losses arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus, Prospectus or any amendment or supplement thereto, or any preliminary prospectus. In case any action , or proceeding shall be brought against the Company arising out of or its directors or officers or any such controlling person, in respect of which indemnity may be sought against a holder of Registrable Securities, such holder shall have the rights and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoing, if the Company is an indemnified party, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the Registrable Securities of the Indemnified parties. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company and each other holder of Registrable Securities that participates in such offering shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distributionstatements therein not misleading, to the same extent as provided above with respect extent, but only to the extent, that such untrue or alleged untrue statement or omission or alleged omission is contained in any information so furnished in writing by such Persons specifically holder to the Company expressly for inclusion use in any Prospectus or such Registration Statement or any amendment Prospectus and that such information was relied upon by the Company in preparation of such Registration Statement or Prospectus or amendment, supplement thereto, or any preliminary prospectus; PROVIDED, HOWEVER, that the liability of each selling holder of Registrable Securities hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of the shares sold by such selling holder under such Registration Statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds received by such selling holder from the sale of Registrable Securities covered by such Registration Statement.

Indemnification by Holder of Registrable Securities. Each holder The Company may require, as a condition to including any Registrable Securities in any registration statement filed in accordance with this Agreement, that the Company shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securities severally agrees to indemnify and hold harmless Securities, the Company, its directors, officers, employees directors and agents officers and each Person, if any, Person who controls the Company (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act) and all other prospective sellers, from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to (without limitation of the preceding portions of this Section 8(b)) reimburse the Company, its directors and officers and each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers 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 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 for inclusion in such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such holder under such undertaking shall not apply to amounts paid in settlement of any such claims, Losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such holder of Registrable Securities that participates in such offering shall be limited to the same extent as the foregoing indemnity from the Company to such holder, but only with respect to information relating to such holder furnished in writing by such holder expressly for use in any Registration Statement or Prospectus, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company or its directors or officers or any such controlling person, in respect of which indemnity may be sought against a holder of Registrable Securities, such holder shall have the rights and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoing, if the Company is an indemnified party, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the net proceeds received by such selling holder upon from the sale of the Registrable Securities giving rise to such indemnification obligation. The Company and each other holder of Registrable Securities that participates in such offering shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing covered by such Persons specifically for inclusion in any Prospectus or Registration Statement or any amendment or supplement thereto, or any preliminary prospectusStatement.

Indemnification by Holder of Registrable Securities. Each holder of Registrable Securities severally In connection with any registration statement in which a Holder is participating, each such Holder will furnish to the Company in writing such information and affidavits with respect to such Holder as the Company reasonably requests for use in connection with any such registration statement or prospectus and agrees to indemnify and hold harmless indemnify, to the extent permitted by law, each of the Company, its directors, 's directors and officers, employees and agents and each Person, if any, Person who controls the Company (within the meaning of either Section 15 of the Securities Act Act) and, if it is an underwritten offering, the underwriters, against any losses, claims, damages, liabilities, and expenses arising out of or Section 20 based on any untrue statement of a material fact or any omission of a material fact required to be stared in the Exchange Act and each other holder of Registrable Securities that participates in such offering registration statement or prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein not misleading, to the same extent as the foregoing indemnity from the Company to such holderextent, but only to the extent, that such untrue statement or omission is made in reliance upon and in conformity with information with respect to information relating to such holder Holder furnished in writing to the Company by such holder expressly Holder specifically for use in any Registration Statement such registration statement or Prospectus, prospectus or any amendment thereof or supplement thereto; provided, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company or its directors or officers or any such controlling personhowever, in respect of which indemnity may be sought against a holder of Registrable Securities, such holder shall have the rights and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoing, if the Company is an indemnified party, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall that the liability of any selling holder such Holder under this Section 10 (including, without limitation, Section 10(d) below) shall be limited to the proportion of any such losses, claims, damages, liabilities and expenses which is equal to the proportion that the public offering price of securities sold by such Holder under such registration statement bears to the total public offering price of all securities sold thereunder, and shall in no event exceed the net proceeds of the sale of Registrable Securities hereunder be greater in amount than the proceeds received being sold pursuant to said registration statement or prospectus by such holder upon Holder; and provided further that no such Holder shall be required to indemnify the sale Company for damages caused by any Person other than such holder, including the Company, continuing to use a prospectus (prior to its amendment or supplementation) more than three days after the Company has received a notice by such Holder of the Registrable Securities giving rise to any such indemnification obligation. The Company and each other holder of Registrable Securities that participates untrue statement or omission contained in such offering shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement or any amendment or supplement thereto, or any preliminary prospectus.

Indemnification by Holder of Registrable Securities. Each holder The Company may require, as a condition to including any Registrable Securities in any registration statement filed in accordance with this Agreement, that the Company shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securities severally agrees to indemnify and hold harmless Securities, the Company, its directors, officers, employees directors and agents officers and each Person, if any, Person who controls the Company (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act) and all other prospective sellers, from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, any amendments or supplements thereto, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Securities Act) or other document incidental to such registration (including any documents incorporated by reference therein), or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to reimburse the Company, its directors and officers and each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers for any legal or any other expenses reasonably incurred in connection with investigating or defending any such Loss or action, in each case to the extent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, offering circular, any amendments or supplements thereto, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Securities Act) or other document in reliance upon and in conformity with written information regarding such holder of Registrable Securities that participates in such offering furnished to the same extent as the foregoing indemnity from the Company to such holder, but only with respect to information relating to such holder furnished in writing by such holder expressly for use in any Registration Statement or Prospectus, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company or its directors or officers or any such controlling person, in respect of which indemnity may be sought against a holder of Registrable Securities, such holder shall have the rights and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoing, if the Company is an indemnified party, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall the liability of any selling holder of Registrable Securities hereunder expressly for inclusion therein; provided, however, that the obligations of such holder under such undertaking shall not apply to amounts paid in settlement of any such Losses (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be greater in amount than unreasonably withheld); and provided, further, that the liability of such holder of Registrable Securities shall be limited to the net proceeds received by such selling holder upon from the sale of the Registrable Securities giving rise to such indemnification obligation. The Company and each other holder of Registrable Securities that participates in such offering shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing covered by such Persons specifically for inclusion in any Prospectus or Registration Statement or any amendment or supplement thereto, or any preliminary prospectusStatement.

Indemnification by Holder of Registrable Securities. Each holder As a condition to including any Registrable Securities in any Registration Statement filed in accordance with Section 4, the Company shall have received an undertaking reasonably satisfactory to it from the participating Holder of such Registrable Securities to indemnify, to the fullest extent permitted by applicable law, severally and not jointly with any other holders of Registrable Securities severally agrees to indemnify and hold harmless whose Registrable Securities are included in any such Registration Statement, the Company, its directors, officers, employees directors and agents officers and each Person, if any, Person who controls the Company (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act Act) the Company and each any other holder of Registrable Securities that participates Person selling securities in such Registration Statement, from and against all Losses arising out of or based on any untrue or alleged untrue statement of a material fact contained in any such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other document, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, such directors and officers, and controlling persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such Loss, in each case to the same extent as the foregoing indemnity from the Company to such holderextent, but only with respect to information relating to the extent, that such holder furnished untrue statement or omission is made in writing by such holder expressly for use in any Registration Statement or Statement, Prospectus, or any amendment or supplement theretoFree Writing Prospectus, offering circular, or any preliminary prospectus. In case any action or proceeding other document in reliance upon and in conformity with the Selling Holder Information; provided that the obligations of such Holder hereunder shall be brought against the Company or its directors or officers or not apply to amounts paid in settlement of any such controlling person, Losses (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which indemnity may consent shall not be sought against a holder of Registrable Securitiesunreasonably withheld or delayed); provided, such holder shall have the rights and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoingfurther, if the Company is an indemnified party, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall that the liability of any selling holder of Registrable Securities hereunder such Holder shall be greater in amount than individual, not joint and several, for each Holder and shall be limited to the net proceeds received by such holder upon selling Holder from the sale of the Registrable Securities giving rise to such indemnification obligation. The Company and each other holder of Registrable Securities that participates in such offering shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing covered by such Persons specifically for inclusion in any Prospectus or Registration Statement (less the aggregate amount of any damages which the Holder has otherwise been required to pay in respect of such Loss or any amendment or supplement thereto, or any preliminary prospectussubstantially similar Loss arising from the sale of such Registrable Securities).

Indemnification by Holder of Registrable Securities. Each holder of Holder will, if Registrable Securities severally agrees held by such Holder are included in the securities as to which such registration, qualification, or compliance is being effected, indemnify and hold harmless the Company, each of its directors, officers, employees partners, legal counsel, and agents accountants and each Personunderwriter, if any, of the Company's securities covered by such a registration statement, each Person who controls the Company or such underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, each other such Holder, and each of their officers, directors, and partners, and each Person controlling such Holder, 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 holder of Registrable Securities that participates 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 Holders, directors, officers, partners, legal counsel, and accountants, Persons, underwriters, or control Persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such offering claim, loss, damage, liability, or action, in each case to the same extent as the foregoing indemnity from the Company to such holderextent, 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 respect written information furnished to information relating to such holder furnished in writing the Company by such holder expressly 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 Registration Statement or Prospectussuch claims, losses, damages, or any amendment liabilities (or supplement thereto, or any preliminary prospectusactions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld). In case any action or proceeding The indemnification obligations set forth in this Section 6.2 shall be brought against the Company or its directors or officers or any such controlling person, in respect of which indemnity may be sought against a limited for each indemnifying holder of Registrable Securities, such holder shall have the rights and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoing, if the Company is an indemnified party, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company and each other holder of Registrable Securities that participates in such offering shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by amount of such Persons specifically for inclusion in any Prospectus or Registration Statement or any amendment or supplement thereto, or any preliminary prospectusHolder's net proceeds from the applicable public offering.

Indemnification by Holder of Registrable Securities. Each holder of Registrable Securities severally In connection with any registration statement in which a Holder is participating, each such Holder will furnish to the Company in writing such information and affidavits with respect to such Holder as the Company reasonably requests for use in connection with any such registration statement or prospectus and agrees to indemnify and hold harmless indemnify, to the extent permitted by law, each of the Company, its directors, 's directors and officers, employees and agents and each Person, if any, Person who controls the Company (within the meaning of either Section 15 of the Securities Act Act) and, if it is an underwritten offering, the underwriters, against any losses, claims, damages, liabilities, and expenses arising out of or Section 20 based on any untrue statement of a material fact or any omission of a material fact required to be stated in the Exchange Act and each other holder of Registrable Securities that participates in such offering registration statement or prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein not misleading, to the same extent as the foregoing indemnity from the Company to such holderextent, but only to the extent, that such untrue statement or omission is made in reliance upon and in conformity with information with respect to information relating to such holder Holder furnished in writing to the Company by such holder expressly Holder specifically for use in any Registration Statement such registration statement or Prospectus, prospectus or any amendment thereof or supplement thereto; provided, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company or its directors or officers or any such controlling personhowever, in respect of which indemnity may be sought against a holder of Registrable Securities, such holder shall have the rights and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoing, if the Company is an indemnified party, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall that the liability of any selling holder such Holder under this Section 10 (including, without limitation, Section 10(d) below) shall be limited to the proportion of any such losses, claims, damages, liabilities and expenses which is equal to the proportion that the public offering price of securities sold by such Holder under such registration statement bears to the total public offering price of all securities sold thereunder, and shall in no event exceed the net proceeds of the sale of Registrable Securities hereunder be greater in amount than the proceeds received being sold pursuant to said registration statement or prospectus by such holder upon Holder; and provided further that no such Holder shall be required to indemnify the sale Company for damages caused by any Person other than such holder, including the Company, continuing to use a prospectus (prior to its amendment or supplementation) more than three days after the Company has received a notice by such Holder of the Registrable Securities giving rise to any such indemnification obligation. The Company and each other holder of Registrable Securities that participates untrue statement or omission contained in such offering shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement or any amendment or supplement thereto, or any preliminary prospectus.

Indemnification by Holder of Registrable Securities. Each holder The Corporation may require, as a condition to including any Registrable Securities in any registration statement filed in accordance with this Agreement, that the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securities severally agrees to indemnify and hold harmless Securities, the CompanyCorporation, its directors, officers, employees directors and agents officers and each Person, if any, Person who controls the Company Corporation (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act) and all other prospective sellers, from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will (without limitation of the portions of this Section 8(b)) reimburse the Corporation, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers 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 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 Corporation by such holder for inclusion in such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such holder hereunder shall not apply to amounts paid in settlement of any such claims, losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such holder of Registrable Securities that participates in such offering shall be limited to the same extent as the foregoing indemnity from the Company to such holder, but only with respect to information relating to such holder furnished in writing by such holder expressly for use in any Registration Statement or Prospectus, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company or its directors or officers or any such controlling person, in respect of which indemnity may be sought against a holder of Registrable Securities, such holder shall have the rights and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoing, if the Company is an indemnified party, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the net proceeds received by such selling holder upon from the sale of the Registrable Securities giving rise to such indemnification obligation. The Company and each other holder of Registrable Securities that participates in such offering shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing covered by such Persons specifically for inclusion in any Prospectus or Registration Statement or any amendment or supplement thereto, or any preliminary prospectusStatement.

Indemnification by Holder of Registrable Securities. Each In connection with any Registration Statement in which a holder of Registrable Securities is participating, such holder of Registrable Securities shall indemnify, to the fullest extent permitted by law, severally agrees to indemnify and hold harmless not jointly, the Company, its directors, officers, employees directors and agents officers and each Person, if any, Person who controls the Company (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act Act) (collectively, “Company Indemnitees”), from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Company Indemnitee for any legal or any other expenses reasonably incurred in connection with investigating or defending any such Loss, in each case to the extent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such holder of Registrable Securities that participates in such offering to the same extent as the foregoing indemnity from the Company to such holder, but only with respect to information relating to such holder furnished in writing by such holder expressly for use in any such Registration Statement or Statement, Prospectus, offering circular or any amendment or supplement theretoother document; provided, or any preliminary prospectus. In case any action or proceeding shall be brought against however, that the Company or its directors or officers or any obligations of such controlling person, in respect of which indemnity may be sought against a holder of Registrable SecuritiesSecurities hereunder shall not apply to amounts paid in settlement of any such claims, losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall have the rights and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoingnot be unreasonably withheld); provided further, if the Company is an indemnified partyhowever, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall that the liability of any each selling holder of Registrable Securities hereunder shall be greater in amount than limited to the net proceeds received by such selling holder upon from the sale of Registrable Securities covered by such Registration Statement. In addition, insofar as the foregoing indemnity relates to any such untrue statement or omission made in the preliminary Prospectus, but eliminated or remedied in the amended Prospectus on file with the SEC at the time the Registration Statement becomes effective or in the final Prospectus filed pursuant to applicable rules of the SEC or in any supplement or addendum thereto and such new Prospectus is delivered to the underwriter, the indemnity agreement in this Section 7(b) shall not inure to the benefit of any Person if a copy of the final Prospectus filed pursuant to such rules, together with all supplements and addenda thereto was not furnished to the Person asserting the Loss at or prior to the time such furnishing is required by the Securities Act. Such indemnity shall remain in full force and effect regardless of any investigation made by or behalf of such selling holder and shall survive the transfer of any of the Registrable Securities giving rise by any of the Investors pursuant to such indemnification obligation. The Company and each other holder of Registrable Securities that participates in such offering shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement or any amendment or supplement thereto, or any preliminary prospectusSection 10(e).

Indemnification by Holder of Registrable Securities. Each holder In connection with any registration statement in which a Holder of Registrable Securities severally is participating, each such Holder will furnish to the Company in writing such information with respect to such Holder as the Company reasonably requests for use in connection with any such registration statement or prospectus and agrees to indemnify indemnify, severally and hold harmless not jointly, the Company, its directors, each of the Company's directors and officers, employees and agents and each Person, if any, who controls the Company (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act) against any losses, claims, damages, liabilities, and each other holder expenses (including reasonable and documented attorneys' fees and expenses and reasonable costs of Registrable Securities that participates investigation) arising out of or based on any untrue statement of a material fact or any omission of a material fact required to be stated in such offering the registration statement or prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein not misleading, to the same extent as the foregoing indemnity from the Company to such holderextent, but only to the extent, that such untrue statement or omission is made in reliance upon and in conformity with information with respect to information relating to such holder Holder furnished in writing to the Company by such holder expressly Holder specifically for use in any Registration Statement such registration statement or Prospectus, prospectus or any amendment thereof or supplement thereto; PROVIDED, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company or its directors or officers or any such controlling personHOWEVER, in respect of which indemnity may be sought against a holder of Registrable Securities, such holder shall have the rights and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoing, if the Company is an indemnified party, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall that the liability of any selling holder such Holder under this Section 7 (including, without limitation, Section 7(d) below) shall in no event exceed the net proceeds of the sale of Registrable Securities hereunder be greater in amount than the proceeds received being sold pursuant to said registration statement or prospectus by such holder upon Holder; and PROVIDED, FURTHER that no such Holder shall be required to indemnify the sale Company for damages caused by any Person (other than such Holder), including the Company, continuing to use a prospectus (prior to its amendment or supplementation) after the Company has received a notice by such Holder of the Registrable Securities giving rise to any such indemnification obligation. The Company and each other holder of Registrable Securities that participates untrue statement or omission contained in such offering shall be entitled prospectus. In addition to receive indemnities from underwritersits other obligations under this Section 7(b), selling brokerseach Holder agrees that, dealer managers and similar securities industry professionals participating in as an interim measure during the distributionpendency of any claim, to the same extent as provided above with respect to information so furnished in writing by such Persons specifically for inclusion in action, investigation, inquiry or other proceeding arising out of or based upon any Prospectus statement or Registration Statement or any amendment or supplement theretoomission, or any preliminary prospectusalleged statement or omission, described in this Section 7(b), it will reimburse the indemnified party on a monthly basis for all reasonable and documented legal and other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the Holder's obligation to reimburse the indemnified party for such expenses and the possibility that such payments might later be held to have been improper by a court of competent jurisdiction, PROVIDED that in the event such payments are later held to have been improper by a court of competent jurisdiction such indemnified person shall repay such amounts to the Holder providing such indemnification on demand. This indemnity agreement will be in addition to any liability which the Holders may otherwise have.

Indemnification by Holder of Registrable Securities. Each In connection with any Registration Statement in which a holder of Registrable Securities severally includes Registrable Securities, such holder of Registrable Securities agrees to indemnify indemnify, to the fullest extent permitted by law, severally and hold harmless not jointly, the CompanyCorporation, its directorseach other holder of Registrable Securities which includes Registrable Securities in such Registration Statement, officers, employees their respective directors and agents officers and each Person, if any, Person who controls the Company Corporation and such holders (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act Act) (collectively, “Corporation/Holder Indemnitees”), from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, or other offering document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse each Corporation/Holder Indemnitee for any legal or any other holder of Registrable Securities that participates expenses reasonably incurred in connection with investigating or defending any such offering claim, Loss, damage, liability or action, in each case to the same extent as the foregoing indemnity from the Company to such holderextent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, or other offering document in reliance upon and in conformity with respect written information furnished to information relating to such holder furnished in writing the Corporation by such holder expressly for use inclusion in any such Registration Statement or Statement, Prospectus, or any amendment or supplement theretoother offering document; provided, or any preliminary prospectus. In case any action or proceeding however, that the obligations of such holder hereunder shall be brought against the Company or its directors or officers or not apply to amounts paid in settlement of any such controlling personclaims, Losses, damages or liabilities (or actions in respect thereof) if such settlement is effected without the consent of which indemnity may be sought against a holder of Registrable Securities, such holder (which consent shall have the rights not be unreasonably withheld); and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoingprovided, if the Company is an indemnified partyfurther, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall that the liability of any each selling holder of Registrable Securities hereunder shall be greater in amount than limited to the net proceeds received by such selling holder upon from the sale of Registrable Securities giving rise to such indemnification obligation. In addition, insofar as the foregoing indemnity relates to any such untrue statement or omission made in a preliminary Prospectus but eliminated or remedied in an amended or supplemented preliminary Prospectus on file with the SEC at the time the Registration Statement becomes effective, or in any amendment or supplement thereto at or prior to the pricing of the sale of the Registrable Securities giving rise to such the indemnification obligation. The Company , and each other holder of Registrable Securities that participates in such offering shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any new preliminary Prospectus or Registration Statement or any amendment or supplement theretothereto is delivered to the underwriter, the indemnity agreement in this Section 8(b) shall not inure to the benefit of any Person if a copy of such amended or any supplemented preliminary prospectusProspectus was not furnished to the Person asserting the Loss at or prior to the pricing of the sale of the Registrable Securities giving rise to the indemnification obligation.

Indemnification by Holder of Registrable Securities. Each holder The Company may require, as a condition to including any Registrable Securities in any Registration Statement filed in accordance with Section 4 hereof, that the Company and the Guarantors shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other Holders of Registrable Securities severally agrees to indemnify Securities, the Company , the Guarantors, their respective directors and hold harmless the Company, its directors, officers, employees and agents officers and each Person, if any, Person who controls the Company or any of the Guarantors (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act Act) and all other prospective sellers, from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will (without limitation of the portions of this Section 5(b)) reimburse the Company, the Guarantors, such directors, controlling persons and prospective sellers for any legal or any other expenses reasonably incurred in connection with investigating or defending any such Loss, in each case to the extent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, offering circular, or other holder document in reliance upon and in conformity with written information furnished to the Company or any Guarantor by such Holder with respect to itself for inclusion in such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such Holder hereunder shall not apply to amounts paid in settlement of any such Losses (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such Holder of Registrable Securities that participates in such offering shall be limited to the same extent as the foregoing indemnity from the Company to such holder, but only with respect to information relating to such holder furnished in writing by such holder expressly for use in any Registration Statement or Prospectus, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company or its directors or officers or any such controlling person, in respect of which indemnity may be sought against a holder of Registrable Securities, such holder shall have the rights and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoing, if the Company is an indemnified party, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the net proceeds received by such holder upon selling Holder from the sale of the Registrable Securities giving rise to such indemnification obligation. The Company and each other holder of Registrable Securities that participates in such offering shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing covered by such Persons specifically for inclusion in any Prospectus or Registration Statement or any amendment or supplement thereto, or any preliminary prospectusStatement.

Indemnification by Holder of Registrable Securities. Each holder As a condition to including any Registrable Securities in any Registration Statement filed in accordance with Section 4 hereof, the Issuer shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securities severally agrees to indemnify and hold harmless Securities, the CompanyIssuer, its directors, officers, employees directors and agents officers and each Person, if any, Person who controls the Company (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act Act) the Issuer and all other prospective sellers, from and against all Losses arising out of or based on any untrue or alleged untrue statement of a material fact contained in any such Registration Statement, Prospectus, Free Writing 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 Issuer, such directors, controlling persons and prospective sellers for any legal or any other expenses reasonably incurred in connection with investigating or defending any such Loss, in each other holder of Registrable Securities that participates in such offering case to the same extent as the foregoing indemnity from the Company to such holderextent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Issuer by such Holder with respect to information relating to such holder furnished Holder for inclusion in writing by such holder expressly for use in any Registration Statement or Statement, Prospectus, offering circular or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding other document; provided that the obligations of such Holder hereunder shall be brought against the Company or its directors or officers or not apply to amounts paid in settlement of any such controlling person, Losses (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which indemnity may consent shall not be sought against a holder of Registrable Securitiesunreasonably withheld); provided, such holder shall have the rights and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoingfurther, if the Company is an indemnified party, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall that the liability of any selling holder of Registrable Securities hereunder such Holder shall be greater in amount than limited to the net proceeds received by such holder upon selling Holder from the sale of the Registrable Securities giving rise to such indemnification obligation. The Company and each other holder of Registrable Securities that participates in such offering shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing covered by such Persons specifically for inclusion in any Prospectus or Registration Statement or any amendment or supplement thereto, or any preliminary prospectusStatement.

Indemnification by Holder of Registrable Securities. Each In connection with any Registration Statement in which a holder of Registrable Securities severally is participating, such holder of Registrable Securities shall furnish to the Company in writing such information as the Company reasonably requests specifically for use in connection with any Registration Statement or Prospectus and agrees to indemnify indemnify, to the fullest extent permitted by law, severally and hold harmless not jointly, the Company, its directors, officers, employees and accountants, attorneys, agents and employees, each Person, if any, Person who controls the Company (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act), and the directors, officers, partners, members, managers, stockholders, accountants, attorneys, agents or employees of such controlling persons, and each underwriter, if any, and each person who controls such underwriter (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) (each such person, a “Company Indemnitee”), from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, or other holder of Registrable Securities that participates document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Company Indemnitee for any legal or any other expenses reasonably incurred in connection with investigating or defending any such offering Loss (or any action in respect thereof), in each case to the same extent as the foregoing indemnity from the Company to such holderextent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, offering circular, or other document in reliance upon and in conformity with respect written information furnished to information relating to such holder furnished in writing the Company by such holder expressly specifically for use in any connection with the preparation of such Registration Statement or Statement, Prospectus, offering circular or any amendment or supplement theretoother document; provided, or any preliminary prospectus. In case any action or proceeding however, that the obligations of such holder hereunder shall be brought against the Company or its directors or officers or not apply to amounts paid in settlement of any such controlling person, Losses (or actions in respect thereof) if such settlement is effected without the consent of which indemnity may be sought against a holder of Registrable Securities, such holder (which consent shall have the rights not be unreasonably withheld); and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoingprovided, if the Company is an indemnified partyfurther, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall that the liability of any each selling holder of Registrable Securities hereunder shall be greater in amount than limited to the net proceeds received by such selling holder upon from the sale of the Registrable Securities giving rise covered by such Registration Statement. In addition, insofar as the foregoing indemnity relates to any such untrue statement or omission made in the preliminary Prospectus but eliminated or remedied in the amended Prospectus on file with the SEC at the time the Registration Statement becomes effective or in the final Prospectus filed pursuant to applicable rules of the SEC or in any supplement or addendum thereto and such new Prospectus is delivered to the underwriter, the indemnity agreement herein shall not inure to the benefit of any Company Indemnitee, if a copy of the final Prospectus filed pursuant to such indemnification obligation. The Company rules, together with all supplements and each other holder of Registrable Securities that participates in such offering shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, addenda thereto was not furnished to the same extent as provided above with Person asserting the Loss (or action in respect thereof) at or prior to information so furnished in writing the time such furnishing is required by such Persons specifically for inclusion in any Prospectus or Registration Statement or any amendment or supplement thereto, or any preliminary prospectusthe Securities Act.

Indemnification by Holder of Registrable Securities. Each holder As a condition to including any Registrable Securities in any Registration Statement filed in accordance with Section 4 hereof, the Issuer shall have received an undertaking reasonably satisfactory to it from the participating Holder of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other Holders of Registrable Securities severally agrees to indemnify and hold harmless Securities, the CompanyIssuer, its officers, directors, officers, agents and employees and agents and each Person, if any, Person who controls the Company (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act Act) the Issuer and any of the other foregoing Persons, from and against all Losses arising out of or based on any untrue or alleged untrue statement of a material fact contained in any such Registration Statement, Prospectus, Free Writing 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 Issuer, such officers, directors, agents, employees and controlling persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such Loss, in each case to the extent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other holder document in reliance upon and in conformity with written information furnished to the Issuer by such Holder with respect to such Holder for inclusion in such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such Holder hereunder shall not apply to amounts paid in settlement of any such Losses (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such Holder of Registrable Securities that participates in such offering to the same extent as the foregoing indemnity from the Company to such holder, but only with respect to information relating to such holder furnished in writing by such holder expressly for use in any Registration Statement or Prospectus, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company or its directors or officers or any such controlling personindividual, in respect of which indemnity may be sought against a holder of Registrable Securitiesnot joint and several, such holder shall have the rights and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to for each holder by the preceding paragraph. Notwithstanding the foregoing, if the Company is an indemnified party, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall the liability of any selling holder Holder of Registrable Securities hereunder and shall be greater in amount than limited to the net proceeds after underwriting commissions and discounts (but before any taxes and expenses which may be payable by such Holder) received by such holder upon selling Holder from the sale of the Registrable Securities giving rise to such indemnification obligation. The Company and each other holder of Registrable Securities that participates in such offering shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing covered by such Persons specifically for inclusion in any Prospectus or Registration Statement or any amendment or supplement thereto, or any preliminary prospectusStatement.

Indemnification by Holder of Registrable Securities. Each holder In connection with any registration pursuant to the terms of this Restated Agreement, each Holder of Registrable Securities severally included in such registration agrees to indemnify and hold harmless harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees directors and agents officers and each Person, if any, person who controls the Company (within the meaning of either Section 15 of the Securities Act Act) against any losses, claims, damages, liabilities and expense resulting from any untrue statement of a material fact or Section 20 any omission of a material fact required to be stated in the Exchange Act and each other holder of Registrable Securities that participates in such offering to the same extent as the foregoing indemnity from the Company to such holder, but only with respect to information relating to such holder furnished in writing by such holder expressly for use in any Registration Statement or Prospectus, Prospectus or preliminary prospectus or any amendment or supplement thereto, or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any preliminary prospectus. In case any action or proceeding shall be brought against information furnished in writing by the Holder of Registrable Securities to the Company specifically for inclusion in such Registration Statement or its directors Prospectus and that such information was substantially relied upon by the Company in preparation of the Registration Statement or officers Prospectus or any such controlling person, in respect of which indemnity may be sought against a holder of Registrable Securities, such holder shall have the rights and duties given the Company and the Company amendment or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoing, if the Company is an indemnified party, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified partiessupplement thereto. In no event shall the liability of any selling holder the Holder of Registrable Securities hereunder be greater in amount than the lesser of (i) an amount equal to the proportion that the public offering price of the Registrable Securities sold by the holder in such registration bears to the total public offering price of all securities sold thereunder or (ii) the dollar amount of the proceeds (net of all expense paid by such Holder and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such holder Holder upon the sale of the Registrable Securities giving rise pursuant to such indemnification obligation. The Company and each other holder registration; provided, however that the indemnity agreement contained in this subsection (b) shall not apply to amounts paid in settlement of Registrable Securities that participates in any such offering shall be entitled to receive indemnities from underwritersloss, selling brokersclaim, dealer managers and similar securities industry professionals participating in the distributiondamage, to the same extent as provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement or any amendment or supplement theretoliability, or any preliminary prospectusaction if such settlement is effected without the consent of the Holder (which consent shall not unreasonably be withheld).

Indemnification by Holder of Registrable Securities. Each holder of Registrable Securities shall indemnify, to the fullest extent permitted by law, severally agrees to indemnify and hold harmless not jointly with any other holders of Registrable Securities, the Company, its directorsSubsidiaries, officers, employees and agents and each Person, if any, Person who controls the Company (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act) and each their respective officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees from and against all Losses arising out of or based on any untrue statement of a material fact contained in such Registration Statement, Prospectus, offering circular, any amendments or supplements thereto, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Securities Act) or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to reimburse the Company, its Subsidiaries, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and each their respective officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees for any reasonable and documented out-of-pocket legal or any other expenses actually incurred in connection with investigating or defending any such Loss or action, subject to the immediately following proviso, settling any such Loss or action, in each case to the extent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, offering circular, any amendments or supplements thereto, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Securities Act) or other document in reliance upon and in conformity with written information regarding such holder of Registrable Securities that participates in such offering furnished to the same extent as the foregoing indemnity from the Company to such holder, but only with respect to information relating to such holder furnished in writing by such holder expressly for use in any Registration Statement or Prospectus, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company or its directors or officers or any such controlling person, in respect of which indemnity may be sought against a holder of Registrable Securities, such holder shall have the rights and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoing, if the Company is an indemnified party, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall the liability of any selling holder of Registrable Securities hereunder or its authorized representatives expressly for inclusion therein; provided, however, that the foregoing obligations shall not apply to amounts paid in settlement of any such Losses (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be greater in amount than unreasonably withheld); and provided, further, that the liability of such holder of Registrable Securities shall be limited to the net proceeds received by such selling holder upon from the sale of the Registrable Securities giving rise to such indemnification obligation. The Company and each other holder of Registrable Securities that participates in such offering shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing covered by such Persons specifically for inclusion in any Prospectus or Registration Statement or any amendment or supplement thereto, or any preliminary prospectusStatement.

Indemnification by Holder of Registrable Securities. Each holder The IPO Corporation may require, as a condition to including any Registrable Securities in any Registration Statement filed in accordance with this Agreement, that the IPO Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securities severally agrees to indemnify and hold harmless Securities, the CompanyIPO Corporation, its officers, directors, officerspartners, members, managers, shareholders, accountants, attorneys, agents and employees and agents and each Person, if any, Person who controls the Company IPO Corporation (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act) and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents, employees of each such controlling Person and all other prospective sellers, from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to (without limitation of the portions of this Section 8(b)) reimburse the IPO Corporation, its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees and each Person who controls the IPO Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents, employees of each such controlling Person and all other prospective sellers for any legal or any other expenses reasonably incurred in connection with investigating or defending any such Losses, in each case to the extent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the IPO Corporation by or on behalf of such holder for inclusion in such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such holder hereunder shall not apply to amounts paid in settlement of any such Loss (or Proceedings in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld, conditioned or delayed); and provided, further, that the liability of such holder of Registrable Securities that participates in such offering shall be limited to the same extent as the foregoing indemnity from the Company to such holder, but only with respect to information relating to such holder furnished in writing by such holder expressly for use in any Registration Statement or Prospectus, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company or its directors or officers or any such controlling person, in respect of which indemnity may be sought against a holder of Registrable Securities, such holder shall have the rights and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoing, if the Company is an indemnified party, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the net proceeds received by such selling holder upon from the sale of the Registrable Securities giving rise to such indemnification obligation. The Company and each other holder of Registrable Securities that participates in such offering shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing covered by such Persons specifically for inclusion in any Prospectus or Registration Statement or any amendment or supplement thereto, or any preliminary prospectusStatement.

Indemnification by Holder of Registrable Securities. Each holder The Company may require, as a condition to including any Registrable Securities in any registration statement filed in accordance with this Agreement, that the Company shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securities severally agrees to indemnify and hold harmless Securities, the Company, its directors, officers, employees directors and agents officers and each Person, if any, Person who controls the Company (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act) and all other prospective sellers, from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such registration statement, prospectus, offering circular, or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to (without limitation of the portions of this Section 6(b)) reimburse the Company, its directors and officers and each person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers 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 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 for inclusion in such registration statement, prospectus, offering circular or other document; provided, that the obligations of such holder under such undertaking shall not apply to amounts paid in settlement of any such claims, Losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such holder of Registrable Securities that participates in such offering shall be limited to the same extent as net proceeds received by the foregoing indemnity holder from the Company to such holder, but only with respect to information relating to such holder furnished in writing by such holder expressly for use in any Registration Statement or Prospectus, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company or its directors or officers or any such controlling person, in respect of which indemnity may be sought against a holder of Registrable Securities, such holder shall have the rights and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoing, if the Company is an indemnified party, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall the liability of any selling holder sale of Registrable Securities hereunder be greater in amount than the proceeds received covered by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company and each other holder of Registrable Securities that participates in such offering shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement or any amendment or supplement thereto, or any preliminary prospectusregistration statement.

Indemnification by Holder of Registrable Securities. Each holder of The Corporation may require, as a condition to including any Registrable Securities severally agrees in any registration statement filed in accordance with this Agreement, that the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify and hold harmless harmless, to the Companyfullest extent permitted by law, severally and not jointly with any other holders of Registrable Securities, the Corporation, its officers, directors, officers, employees and agents and each Person, if any, Person who controls the Company Corporation (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act Act) and each all other holder prospective sellers, from and against all Losses arising out of Registrable Securities that participates in such offering to the same extent as the foregoing indemnity from the Company to such holder, but only with respect to information relating to such holder furnished in writing by such holder expressly for use or based on any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement under which such Registrable Securities were registered under the Securities Act, any preliminary, final or Table of Contents summary Prospectus, contained therein or related thereto, or any amendment or supplement thereto, together with the documents incorporated by reference therein, or any preliminary prospectus. In case free writing prospectus utilized in connection therewith, incident to any action such registration, qualification, or proceeding shall compliance, or based on any omission (or alleged omission) to state therein a material fact required to be brought against stated therein or necessary to make the Company or statements therein not misleading, and will (without limitation of the portions of this Section 8(b)) reimburse the Corporation, its directors or officers officers, directors, and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers for any legal or any other expenses reasonably incurred in connection with investigating or defending any such controlling personclaim, loss, damage, liability, or action, in respect of which indemnity may be sought against a holder of Registrable Securitieseach case to the extent, but only to the extent, that such holder shall have the rights and duties given the Company and the Company untrue statement or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoing, if the Company omission is an indemnified party, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company and each other holder of Registrable Securities that participates made in such offering shall be entitled to receive indemnities from underwritersRegistration Statement, selling brokerspreliminary, dealer managers and similar securities industry professionals participating in the distributionfinal or summary Prospectus, to the same extent as provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus contained therein or Registration Statement related thereto, or any amendment or supplement thereto, together with the documents incorporated by reference therein, or any preliminary prospectusfree writing prospectus utilized in connection therewith in reliance upon and in conformity with written information furnished to the Corporation by such holder for inclusion therein; provided, however, that the obligations of such holder hereunder shall not apply to amounts paid in settlement of any such claims, losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such holder of Registrable Securities shall be limited to the net proceeds received by such selling holder from the sale of Registrable Securities covered by such Registration Statement.

Indemnification by Holder of Registrable Securities. Each holder The Corporation may require, as a condition to including any Registrable Securities in any Registration Statement filed in accordance with this Agreement, that the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securities severally agrees to indemnify and hold harmless Securities, the CompanyCorporation, its officers, directors, officerspartners, members, managers, shareholders, accountants, attorneys, agents and employees and agents and each Person, if any, Person who controls the Company Corporation (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act) and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents, employees of each such controlling Person and all other prospective sellers, from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to (without limitation of the portions of this Section 8(b)) reimburse the Corporation, its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents, employees of each such controlling Person and all other prospective sellers for any legal or any other expenses reasonably incurred in connection with investigating or defending any such Losses, in each case to the extent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Corporation by or on behalf of such holder for inclusion in such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such holder hereunder shall not apply to amounts paid in settlement of any such Loss (or Proceedings in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld, conditioned or delayed); and provided, further, that the liability of such holder of Registrable Securities that participates in such offering shall be limited to the same extent as the foregoing indemnity from the Company to such holder, but only with respect to information relating to such holder furnished in writing by such holder expressly for use in any Registration Statement or Prospectus, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company or its directors or officers or any such controlling person, in respect of which indemnity may be sought against a holder of Registrable Securities, such holder shall have the rights and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoing, if the Company is an indemnified party, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the net proceeds received by such selling holder upon from the sale of the Registrable Securities giving rise to such indemnification obligation. The Company and each other holder of Registrable Securities that participates in such offering shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing covered by such Persons specifically for inclusion in any Prospectus or Registration Statement or any amendment or supplement thereto, or any preliminary prospectusStatement.

Indemnification by Holder of Registrable Securities. Each holder of Registrable Securities severally agrees to shall indemnify and hold harmless harmless, to the full extent permitted by law, the Company, its directors, officers, employees directors and agents officers and each Person, if any, Person who controls the Company (within the meaning of either Section 15 of the Securities Act Act) against all losses, claims, damages, liabilities and expenses arising out of or Section 20 based on (i) any untrue or alleged untrue statement of the Exchange Act and each other holder of Registrable Securities that participates in such offering to the same extent as the foregoing indemnity from the Company to such holder, but only with respect to information relating to such holder furnished in writing by such holder expressly for use a material fact contained in any Registration Statement (or amendment (including any post-effective amendment) or supplement thereto), Prospectus or preliminary Prospectus, offering circular or other document incident to any registration, qualification or compliance, or any amendment or supplement thereto, including all documents incorporated therein by reference, or (ii) any preliminary prospectus. In omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading but in the case of clause (i) and (ii) only to the extent that such untrue statement is contained or omission is required to be in any action or proceeding shall be brought against the Company or its directors or officers or any information so furnished in writing by such controlling person, in respect of which indemnity may be sought against a holder of Registrable Securities, such holder shall have the rights and duties given Securities to the Company and the Company specifically for inclusion in such Registration Statement (or its directors amendment (including any post-effective amendment) or officers supplement thereto), Prospectus or such controlling person shall have the rights and duties given preliminary Prospectus, any offering circular or other document incident to each holder by the preceding paragraphregistration, qualification or compliance or any amendment or supplement thereto. Notwithstanding the foregoing, if the Company is an indemnified party, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall the The liability of any selling holder of Registrable Securities hereunder be greater in shall not exceed the dollar amount than of the net proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company and each other holder of Registrable Securities that participates in such offering shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement (or amendment (including any post-effective amendment) or supplement thereto), Prospectus, or preliminary Prospectus, offering circular or other document incident to registration, qualification or compliance or any amendment or supplement thereto, or any preliminary prospectus.

Indemnification by Holder of Registrable Securities. Each holder The Company may require, as a condition to including any Registrable Securities in any Registration Statement filed in accordance with the terms hereof, that the Company shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other Holders of Registrable Securities severally agrees to indemnify and hold harmless Securities, the Company, its directors, officers, shareholders, accountants, attorneys, agents and employees and agents and each Person, if any, Person who controls the Company (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act) and the directors, officers, members, managers, shareholders, accountants, agents and employees of each of them (collectively, the “Company Indemnified Persons”) and all other prospective sellers, from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Prospectus, Registration Statement free writing prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act and each other holder in respect of such Registrable Securities that participates in such offering to the same extent as the foregoing indemnity from the Company to such holder, but only with respect to information relating to such holder furnished in writing by such holder expressly for use in any Registration Statement or Prospectus, or any amendment or supplement thereto, or any preliminary prospectus. In case omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will (without limitation of the portions of this Section 6(b)) reimburse the Company, such Company Indemnified Persons for any action or proceeding shall be brought against the Company or its directors or officers legal or any other expenses reasonably incurred in connection with investigating or defending any such controlling personLoss, in each case to the extent, but only to the extent, that such untrue statement or omission is made in such Prospectus, Registration Statement, free writing prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act in respect of which indemnity may be sought against a holder of such Registrable Securities, Securities or any amendment or supplement thereto in reliance upon and in conformity with written information relating to such holder shall have the rights and duties given Holder furnished to the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoing, if the Company is an indemnified party, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company and each other holder of Registrable Securities that participates in such offering shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by such Persons specifically Holder for inclusion in such Prospectus, Registration Statement, free writing prospectus or any Prospectus “issuer information” filed or Registration Statement required to be filed pursuant to Rule 433(d) in respect of such Registrable Securities or any amendment or supplement thereto; provided, however, that the obligations of such Holder hereunder shall not apply to amounts paid in settlement of any such Losses (or any preliminary prospectusactions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such Holder of Registrable Securities shall be limited to the net proceeds received by such selling Holder from the sale of Registrable Securities covered by such Registration Statement.

Indemnification by Holder of Registrable Securities. Each holder of Registrable Securities severally agrees whose Registrable Securities are covered by a Registration Statement or Prospectus shall, without limitation as to time, indemnify and hold harmless harmless, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securities, the Company, its officers, directors, officerspartners, members, managers, accountants, attorneys, agents and employees and agents and each Person, if any, Person who controls the Company (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act) and the officers, directors, partners, members, managers, accountants, attorneys, agents, employees of each such controlling Person, from and against all Losses arising out of or based on any untrue statement of a material fact contained in any disclosure package, Prospectus, offering circular, or other document (including any related Registration Statement, notification, or the like) or any amendment thereof or supplement thereto or any document incorporated by reference therein incident to any such registration, qualification, or compliance, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to (without limitation of the portions of this Section 7(b)) reimburse the Company, its officers, directors, partners, members, managers, accountants, attorneys, agents and employees and each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and the officers, directors, partners, members, managers, accountants, attorneys, agents, employees of each such controlling Person for any legal or any other holder of Registrable Securities that participates expenses reasonably incurred in connection with investigating or defending any such offering Losses, in each case to the same extent as the foregoing indemnity from the Company to such holderextent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, offering circular, or other document in reliance upon and in conformity with respect written information furnished to information relating to such holder furnished in writing the Company by or on behalf of such holder expressly for use in any such Registration Statement or Statement, Prospectus, offering circular or any amendment or supplement theretoother document; provided, or any preliminary prospectus. In case any action or proceeding however, that the obligations of such holder hereunder shall be brought against the Company or its directors or officers or not apply to amounts paid in settlement of any such controlling person, Loss (or Proceedings in respect thereof) if such settlement is effected without the consent of which indemnity may be sought against a holder of Registrable Securities, such holder (which consent shall have the rights not be unreasonably withheld, conditioned or delayed); and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoingprovided, if the Company is an indemnified partyfurther, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall that the liability of any selling such holder of Registrable Securities hereunder shall be greater in amount than limited to the net proceeds received by such selling holder upon from the sale of the Registrable Securities giving rise to covered by such indemnification obligation. The Company and each other holder of Registrable Securities that participates in such offering shall be entitled to receive indemnities from underwritersRegistration Statement, selling brokers, dealer managers and similar securities industry professionals participating except in the distribution, to the same extent as provided above with respect to information so furnished in writing case of fraud or willful misconduct by such Persons specifically for inclusion in any Prospectus or Registration Statement or any amendment or supplement thereto, or any preliminary prospectusholder.

Indemnification by Holder of Registrable Securities. Each holder The Corporation may require, as a condition to including any Registrable Securities in any registration statement filed in accordance with this Agreement, that the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securities severally agrees to indemnify and hold harmless Securities, the CompanyCorporation, its officers, directors, officers, employees and agents and each Person, if any, Person who controls the Company Corporation (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act Act) and each all other holder prospective sellers, from and against all Losses arising out of Registrable Securities that participates in such offering to the same extent as the foregoing indemnity from the Company to such holder, but only with respect to information relating to such holder furnished in writing by such holder expressly for use or based on any untrue statement of a material fact contained in any Registration Statement under which such Registrable Securities were registered under the Securities Act, any preliminary, final or summary Prospectus, contained therein or related thereto, or any amendment or supplement thereto, together with the documents incorporated by reference therein, or any preliminary prospectus. In case free writing prospectus utilized in connection therewith, incident to any action such registration, qualification, or proceeding shall compliance, or based on any omission (or alleged omission) to state therein a material fact required to be brought against stated therein or necessary to make the Company or statements therein not misleading, and will (without limitation of the portions of this Section 8(b)) reimburse the Corporation, its directors or officers officers, directors, and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers for any legal or any other expenses reasonably incurred in connection with investigating or defending any such controlling personclaim, loss, damage, liability, or action, in respect of which indemnity may be sought against a holder of Registrable Securitieseach case to the extent, but only to the extent, that such holder shall have the rights and duties given the Company and the Company untrue statement or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoing, if the Company omission is an indemnified party, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company and each other holder of Registrable Securities that participates made in such offering shall be entitled to receive indemnities from underwritersRegistration Statement, selling brokerspreliminary, dealer managers and similar securities industry professionals participating in the distributionfinal or summary Prospectus, to the same extent as provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus contained therein or Registration Statement related thereto, or any amendment or supplement thereto, together with the documents incorporated by reference therein, or any preliminary prospectusfree writing prospectus utilized in connection therewith in reliance upon and in conformity with written information furnished to the Corporation by such holder for inclusion therein; provided, however, that the obligations of such holder hereunder shall not apply to amounts paid in settlement of any such claims, losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such holder of Registrable Securities shall be limited to the net proceeds received by such selling holder from the sale of Registrable Securities covered by such Registration Statement.

Indemnification by Holder of Registrable Securities. Each holder of Selling --------------------------------------------------- Holder whose Registrable Securities severally agrees are included in a registration pursuant hereto, shall be deemed to have agreed to indemnify and hold harmless the Company, its directors, officers, employees directors and agents officers and each Personperson, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and each other holder against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to the Registrable Securities or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon 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; provided that participates in the provisions of this paragraph shall apply only -------- insofar as losses, claims, damages, liabilities or expenses arise out of, or are based upon, any such offering to the same extent as the foregoing indemnity from the Company to such holder, but only with respect to untrue statement or omission or allegation thereof based upon information relating to such holder furnished in writing by such holder Selling Holder or on such Selling Holder's behalf expressly for use in any Registration Statement registration statement or Prospectusprospectus relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company Company, or its directors or officers officers, or any such controlling person, in respect of which indemnity may be sought against a holder of Registrable Securitiessuch Selling Holder, such holder Selling Holder shall have the rights and duties given to the Company Company, and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder such Selling Holder, by the preceding paragraph. Notwithstanding the foregoing, if the Company is an indemnified party, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company and each other holder of Registrable Securities that participates in such offering shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement or any amendment or supplement thereto, or any preliminary prospectus.

Indemnification by Holder of Registrable Securities. Each As a condition to including any Registrable Securities in any registration statement filed in accordance with this Agreement, each holder of Registrable Securities shall indemnify, to the fullest extent permitted by law, severally agrees to indemnify and hold harmless not jointly with any other holders of Registrable Securities, the Company, its directorsSubsidiaries, officers, employees and agents and each Person, if any, Person who controls the Company (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act Act) and each other their respective officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, any amendments or supplements thereto, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Securities Act), or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, offering circular, any amendments or supplements thereto, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Securities Act) in reliance upon and in conformity with written information regarding such holder of Registrable Securities that participates in such offering furnished to the same extent as the foregoing indemnity from the Company to such holder, but only with respect to information relating to such holder furnished in writing by such holder expressly for use in any Registration Statement or Prospectus, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company or its directors or officers or any such controlling person, in respect of which indemnity may be sought against a holder of Registrable Securities, such holder shall have the rights and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoing, if the Company is an indemnified party, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall the liability of any selling holder of Registrable Securities hereunder or its authorized representatives expressly for inclusion therein; provided that the obligations of such holder under such undertaking shall not apply to amounts paid in settlement of any such Losses (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be greater in amount than unreasonably withheld); and provided, further, that the liability of such holder of Registrable Securities shall be limited to the net proceeds received by such selling holder upon from the sale of the Registrable Securities giving rise to such indemnification obligation. The Company and each other holder of Registrable Securities that participates in such offering shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing covered by such Persons specifically for inclusion in any Prospectus or Registration Statement or any amendment or supplement thereto, or any preliminary prospectusStatement.

Indemnification by Holder of Registrable Securities. Each In connection with any Registration Statement in which a holder of Registrable Securities severally is participating, such holder of Registrable Securities shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnify indemnify, to the fullest extent permitted by law, severally and hold harmless not jointly, the Company, its directors, officers, employees and accountants, attorneys, agents and employees, each Person, if any, Person who controls the Company (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act), and the directors, officers, partners, members, managers, stockholders, accountants, attorneys, agents or employees of such controlling persons, and each underwriter, if any, and each person who controls such underwriter (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, Prospectus supplement, offering circular, or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and such directors, officers, partners, members, managers, stockholders, accountants, attorneys, employees, agents, persons, underwriters, or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability, or action, in each other holder of Registrable Securities that participates in such offering case to the same extent as the foregoing indemnity from the Company to such holderextent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, Prospectus supplement, offering circular, or other document in reliance upon and in conformity with respect written information furnished to information relating to such holder furnished in writing the Company by such holder expressly specifically for use in any connection with the preparation of such Registration Statement or Statement, Prospectus, Prospectus supplement, offering circular or other document; provided , however , that the obligations of such holder hereunder shall not apply to amounts paid in settlement of any amendment or supplement theretosuch claims, losses, damages, or any preliminary prospectus. In case any action liabilities (or proceeding shall be brought against the Company or its directors or officers or any such controlling person, actions in respect thereof) if such settlement is effected without the consent of which indemnity may be sought against a holder of Registrable Securities, such holder (which consent shall have the rights not be unreasonably withheld); and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoingprovided, if the Company is an indemnified partyfurther, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall that the liability of any each selling holder of Registrable Securities hereunder shall be greater in amount than limited to the net proceeds received by such selling holder upon from the sale of the Registrable Securities giving rise covered by such Registration Statement. In addition, insofar as the foregoing indemnity relates to any such untrue statement or omission made in the preliminary Prospectus but eliminated or remedied in the amended Prospectus on file with the SEC at the time the Registration Statement becomes effective or in the final Prospectus filed pursuant to applicable rules of the SEC or in any supplement or addendum thereto and such new Prospectus is delivered to the underwriter, the indemnity agreement herein shall not inure to the benefit of such underwriter, any controlling person of such underwriter and their respective Representatives, if a copy of the final Prospectus filed pursuant to such indemnification obligation. The Company rules, together with all supplements and each other holder of Registrable Securities that participates in such offering shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, addenda thereto was not furnished to the same extent as provided above with respect Person asserting the loss, liability, claim or damage at or prior to information so furnished in writing the time such furnishing is required by such Persons specifically for inclusion in any Prospectus or Registration Statement or any amendment or supplement thereto, or any preliminary prospectusthe Securities Act.

Indemnification by Holder of Registrable Securities. Each holder of Registrable Securities shall indemnify, to the fullest extent permitted by law, severally agrees to indemnify and hold harmless not jointly with any other holders of Registrable Securities, the Company, its directorsSubsidiaries, officers, employees and agents and each Person, if any, Person who controls the Company (within the meaning of either Section 15 of the Securities Act and Xxxxxxx 00 xx xxx Xxxxxxxx Xxx) and each their respective officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees from and against all Losses arising out of or based on any untrue statement of a material fact contained in such Registration Statement, Prospectus, offering circular, any amendments or supplements thereto, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Securities Act) or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to reimburse the Company, its Subsidiaries, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act Act) and each their respective officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees for any reasonable and documented out-of-pocket legal or any other expenses actually incurred in connection with investigating or defending any such Loss or action, subject to the immediately following proviso, settling any such Loss or action, in each case to the extent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, offering circular, any amendments or supplements thereto, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Securities Act) or other document in reliance upon and in conformity with written information regarding such holder of Registrable Securities that participates in such offering furnished to the same extent as the foregoing indemnity from the Company to such holder, but only with respect to information relating to such holder furnished in writing by such holder expressly for use in any Registration Statement or Prospectus, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company or its directors or officers or any such controlling person, in respect of which indemnity may be sought against a holder of Registrable Securities, such holder shall have the rights and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoing, if the Company is an indemnified party, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall the liability of any selling holder of Registrable Securities hereunder or its authorized representatives expressly for inclusion therein; provided, however, that the foregoing obligations shall not apply to amounts paid in settlement of any such Losses (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be greater in amount than unreasonably withheld); and provided, further, that the liability of such holder of Registrable Securities shall be limited to the net proceeds received by such selling holder upon from the sale of the Registrable Securities giving rise to such indemnification obligation. The Company and each other holder of Registrable Securities that participates in such offering shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing covered by such Persons specifically for inclusion in any Prospectus or Registration Statement or any amendment or supplement thereto, or any preliminary prospectusStatement.

Indemnification by Holder of Registrable Securities. Each holder The Corporation may require, as a condition to including any Registrable Securities in any registration statement filed in accordance with this Agreement, that the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securities severally agrees to indemnify and hold harmless Securities, the CompanyCorporation, its directors, officers, employees directors and agents officers and each Person, if any, Person who controls the Company Corporation (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act) and all other prospective sellers, from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will (without limitation of the portions of this Section 8(b)) reimburse the Corporation, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Xxxxxxx 00 xx xxx Xxxxxxxx Xxx) and all other prospective sellers 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 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 Corporation by such holder for inclusion in such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such holder hereunder shall not apply to amounts paid in settlement of any such claims, losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such holder of Registrable Securities that participates in such offering shall be limited to the same extent as the foregoing indemnity from the Company to such holder, but only with respect to information relating to such holder furnished in writing by such holder expressly for use in any Registration Statement or Prospectus, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company or its directors or officers or any such controlling person, in respect of which indemnity may be sought against a holder of Registrable Securities, such holder shall have the rights and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoing, if the Company is an indemnified party, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the net proceeds received by such selling holder upon from the sale of the Registrable Securities giving rise to such indemnification obligation. The Company and each other holder of Registrable Securities that participates in such offering shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing covered by such Persons specifically for inclusion in any Prospectus or Registration Statement or any amendment or supplement thereto, or any preliminary prospectusStatement.

Indemnification by Holder of Registrable Securities. Each holder The Company may require, as a condition to including any Registrable Securities in any registration statement filed in accordance with this Agreement, that the Company shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securities severally agrees to indemnify and hold harmless Securities, the Company, its directors, officers, employees directors and agents officers and each Person, if any, Person who controls the Company (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act), from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, any amendments or supplements thereto, "issuer free writing prospectus" (as such term is defined in Rule 433 under the Securities Act) or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to reimburse the Company, its directors and officers and each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) for any legal or any other expenses reasonably incurred in connection with investigating or defending any such Loss or action, in each case to the extent, but only to the extent, that such untrue statement or omission was included in such Registration Statement, Prospectus, offering circular, any amendments or supplements thereto, "issuer free writing prospectus" (as such term is defined in Rule 433 under the Securities Act) or other document in reliance upon and in conformity with written information regarding such holder of Registrable Securities that participates in such offering furnished to the same extent as the foregoing indemnity from the Company to such holder, but only with respect to information relating to such holder furnished in writing by such holder expressly for use in any Registration Statement or Prospectus, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company or its directors or officers or any such controlling person, in respect of which indemnity may be sought against a holder of Registrable Securities, such holder shall have the rights and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoing, if the Company is an indemnified party, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall the liability of any selling holder of Registrable Securities hereunder expressly for inclusion therein; provided, however, that the obligations of such holder under such undertaking shall not apply to amounts paid in settlement of any such Losses (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be greater in amount than unreasonably withheld); and provided, further, that the liability of such holder of Registrable Securities shall be limited to the net proceeds received by such selling holder upon from the sale of Registrable Securities covered by such Registration Statement. The indemnification provided for under this Section 2(k)(ii) shall survive the transfer of the Registrable Securities giving rise to such indemnification obligation. The Company and each other holder of Registrable Securities that participates in such offering shall be entitled to receive indemnities from underwriters, by the selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement or any amendment or supplement thereto, or any preliminary prospectusholder.

Indemnification by Holder of Registrable Securities. Each In connection with any Registration Statement in which a holder of Registrable Securities severally is participating, such holder of Registrable Securities shall furnish to the Corporation in writing such information as the Corporation reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnify indemnify, to the fullest extent permitted by law, severally and hold harmless not jointly, the CompanyCorporation, its directors, officers, employees and accountants, attorneys, agents and employees, each Person, if any, Person who controls the Company Corporation (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act Act), and the directors, officers, partners, members, managers, stockholders, accountants, attorneys, agents or employees of such controlling persons (collectively, the “Corporation Indemnified Persons”), from and against all Losses arising out of or based upon (i) any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular or other document, or (ii) any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or, with respect to any prospectus, necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and will reimburse each such Corporation Indemnified Person for any legal and any other holder of Registrable Securities that participates expenses reasonably incurred in connection with investigating or defending any such offering claim, loss, damage, liability or action, in each case to the same extent as the foregoing indemnity from the Company to such holderextent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, offering circular or other document in reliance upon and in conformity with respect written information furnished to information relating to such holder furnished in writing the Corporation by such holder expressly specifically for use in any connection with the preparation of such Registration Statement or Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such holder hereunder shall not apply to amounts paid in settlement of any amendment or supplement theretosuch claims, losses, damages, or any preliminary prospectus. In case any action liabilities (or proceeding shall be brought against the Company or its directors or officers or any such controlling person, actions in respect thereof) if such settlement is effected without the consent of which indemnity may be sought against a holder of Registrable Securities, such holder (which consent shall have the rights not be unreasonably withheld); and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoingprovided further, if the Company is an indemnified partyhowever, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall that the liability of any each selling holder of Registrable Securities hereunder shall be greater in amount than limited to the net proceeds received by such selling holder upon from the sale of the Registrable Securities giving rise covered by such Registration Statement. Each such holder also agrees to such indemnification obligation. The Company indemnify any underwriter of Registrable Shares and each other holder person who controls (within the meaning of Registrable Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriter, on substantially the same basis as that participates in such offering shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, provided to the same extent as provided above with respect to information so furnished Corporation Indemnified Persons in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement or any amendment or supplement thereto, or any preliminary prospectusthis Section 7(b).

Indemnification by Holder of Registrable Securities. Each holder As a condition to including any Registrable Securities in any Registration Statement filed in accordance with Section 4 hereof, the Company shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other Holders of Registrable Securities severally agrees to indemnify and hold harmless Securities, the Company, its directors, officers, employees directors and agents officers and each Person, if any, Person who controls the Company (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act Act) the Company, all other prospective sellers from and against all Losses arising out of or based on any untrue or alleged untrue statement of a material fact contained in any such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other document, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, such directors, controlling persons and prospective sellers for any legal or any other expenses reasonably incurred in connection with investigating or defending any such Loss, in each case to the extent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other holder document in reliance upon and in conformity with written information furnished to the Company by such Holder with respect to such Holder for inclusion in such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such Holder hereunder shall not apply to amounts paid in settlement of any such Losses (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such Holder of Registrable Securities that participates in such offering shall be limited to the same extent as the foregoing indemnity net proceeds after underwriting commissions and discounts (but before any taxes and expenses which may be payable by such Holder) received by such selling Holder from the Company to such holder, but only with respect to information relating to such holder furnished in writing by such holder expressly for use in any Registration Statement or Prospectus, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company or its directors or officers or any such controlling person, in respect of which indemnity may be sought against a holder of Registrable Securities, such holder shall have the rights and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoing, if the Company is an indemnified party, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall the liability of any selling holder sale of Registrable Securities hereunder be greater in amount than the proceeds received covered by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company and each other holder of Registrable Securities that participates in such offering shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement or any amendment or supplement thereto, or any preliminary prospectusStatement.

Indemnification by Holder of Registrable Securities. Each In connection with any registration statement in which a holder of Registrable Securities severally is participating, each such holder will furnish to the Company in writing such information and affidavits with respect to such holder as the Company reasonably requests for use in connection with any such registration statement or prospectus and agrees to indemnify and hold harmless indemnify, to the extent permitted by law, each of the Company and, if it is an underwritten offering, the underwriters, the Company, its directors, 's directors and officers, employees and agents and each Person, if any, person who controls the Company (within the meaning of either Section 15 of the Securities Act Act) against any losses, claims, damages, liabilities, and expenses arising out of or Section 20 based on any untrue or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Exchange Act and each other holder of Registrable Securities that participates in such offering registration statement or prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein not misleading, to the same extent as the foregoing indemnity from the Company to such holderextent, but only to the extent, that such untrue statement, or omission is made in reliance upon and in conformity with information with respect to information relating to such holder furnished in writing to the Company by such holder expressly specifically for use in any Registration Statement such registration statement or Prospectus, prospectus or any amendment or supplement thereto; PROVIDED, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company or its directors or officers or any such controlling personHOWEVER, in respect of which indemnity may be sought against a holder of Registrable Securities, such holder shall have the rights and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoing, if the Company is an indemnified party, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall that the liability of any selling such holder under this Section 6(b) shall be limited to the proportion of any such losses, claims, damages, liabilities and expenses which is equal to the proportion that the public offering price of securities sold by such holder under such registration statement bears to the total public offering price of all securities sold thereunder, and shall in no event exceed the net proceeds of the sale of Registrable Securities hereunder being sold pursuant to said registration statement or prospectus by such holder; and provided further that no such holder shall be greater in amount required to indemnify the Company for damages caused by any person, including the Company, continuing to use a prospectus (prior to its amendment or supplementation) more than three business days after the proceeds Company has received a notice by such holder upon the sale of the Registrable Securities giving rise to any such indemnification obligation. The Company and each other holder of Registrable Securities that participates untrue statement or omission contained in such offering shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement or any amendment or supplement thereto, or any preliminary prospectus.

Indemnification by Holder of Registrable Securities. Each holder of Registrable Securities severally agrees to shall indemnify and hold harmless harmless, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securities, the Company, its directors, officers, employees directors and agents officers and each Person, if any, Person who controls the Company (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act) and all other prospective sellers, from and against all Losses arising out of or based on any untrue statement (or alleged untrue statement) or any omission (or alleged omission) of a material fact contained in any such Registration Statement, Prospectus, offering circular, any amendments or supplements thereto, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Securities Act) or other document incidental to such registration (including any documents incorporated by reference therein), 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 to reimburse the Company, its directors and officers and each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers for any legal or any other expenses reasonably incurred in connection with investigating or defending any such Loss or action, in each case to the extent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, offering circular, any amendments or supplements thereto, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Securities Act) or other document in reliance upon and in conformity with written information regarding such holder of Registrable Securities that participates in such offering furnished to the same extent as the foregoing indemnity from the Company to such holder, but only with respect to information relating to such holder furnished in writing by such holder expressly for use in any Registration Statement or Prospectus, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company or its directors or officers or any such controlling person, in respect of which indemnity may be sought against a holder of Registrable Securities, such holder shall have the rights and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoing, if the Company is an indemnified party, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall the liability of any selling holder of Registrable Securities hereunder expressly for inclusion therein; provided, however, that the obligations of such holder under such undertaking shall not apply to amounts paid in settlement of any such Losses (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be greater in unreasonably withheld). The maximum liability of each holder of Registrable Securities for any indemnification pursuant to this Section 3.2 and any contribution pursuant to Section 3.4 shall not exceed the amount than the of net proceeds received by such holder upon Holder from the sale of the his/her Registrable Securities giving rise to such indemnification obligation. The Company and each other holder of Registrable Securities that participates in such offering shall be entitled to receive indemnities from underwritersSecurities, selling brokers, dealer managers and similar securities industry professionals participating except in the distribution, to the same extent as provided above with respect to information so furnished in writing case of fraud or willful misconduct by such Persons specifically for inclusion in any Prospectus or Registration Statement or any amendment or supplement thereto, or any preliminary prospectusHolder.

Indemnification by Holder of Registrable Securities. Each holder The Company may require, as a condition to including any Registrable Securities in any Registration Statement filed in accordance with Section 4 hereof, that the Company shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other Holders of Registrable Securities severally agrees to indemnify and hold harmless Securities, the Company, its directors, officers, employees directors and agents officers and each Person, if any, Person who controls the Company (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act Act) the Company and all other prospective sellers, from and against all Losses arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, such directors, controlling persons and prospective sellers for any legal or any other expenses reasonably incurred in connection with investigating or defending any such Loss, in each case to the extent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other holder document in reliance upon and in conformity with written information furnished to the Company by such Holder with respect to such Holder for inclusion in such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such Holder hereunder shall not apply to amounts paid in settlement of any such Losses (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such Holder of Registrable Securities that participates in such offering shall be limited to the same extent as the foregoing indemnity from the Company to such holder, but only with respect to information relating to such holder furnished in writing by such holder expressly for use in any Registration Statement or Prospectus, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company or its directors or officers or any such controlling person, in respect of which indemnity may be sought against a holder of Registrable Securities, such holder shall have the rights and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoing, if the Company is an indemnified party, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the net proceeds received by such holder upon selling Holder from the sale of the Registrable Securities giving rise to such indemnification obligation. The Company and each other holder of Registrable Securities that participates in such offering shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing covered by such Persons specifically for inclusion in any Prospectus or Registration Statement or any amendment or supplement thereto, or any preliminary prospectusStatement.

Indemnification by Holder of Registrable Securities. Each holder The Company may require, as a condition to including any Registrable Securities in any Registration Statement filed in accordance with Section 4 hereof, that the Company shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other Holders of Registrable Securities severally agrees to indemnify and hold harmless Securities, the Company, its directors, officers, employees directors and agents officers and each Person, if any, Person who controls the Company (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act Act) and all other prospective sellers, from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will (without limitation of the portions of this Section 5(b)) reimburse the Company, such directors, controlling persons and prospective sellers for any legal or any other expenses reasonably incurred in connection with investigating or defending any such Loss, in each case to the extent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, offering circular, or other holder document in reliance upon and in conformity with written information furnished to the Company by such Holder for inclusion in such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such Holder hereunder shall not apply to amounts paid in settlement of any such Losses (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such Holder of Registrable Securities that participates in such offering shall be limited to the same extent as the foregoing indemnity from the Company to such holder, but only with respect to information relating to such holder furnished in writing by such holder expressly for use in any Registration Statement or Prospectus, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company or its directors or officers or any such controlling person, in respect of which indemnity may be sought against a holder of Registrable Securities, such holder shall have the rights and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoing, if the Company is an indemnified party, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the net proceeds received by such holder upon selling Holder from the sale of the Registrable Securities giving rise to such indemnification obligation. The Company and each other holder of Registrable Securities that participates in such offering shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing covered by such Persons specifically for inclusion in any Prospectus or Registration Statement or any amendment or supplement thereto, or any preliminary prospectusStatement.

Indemnification by Holder of Registrable Securities. Each holder The Corporation may require, as a condition to including any Registrable Securities in any Registration Statement filed in accordance with this Agreement, that the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securities severally agrees to indemnify and hold harmless Securities, the CompanyCorporation, its directors, directors and officers, employees and agents and each Person, if any, Person who controls the Company Corporation (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act) and all other prospective sellers from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to (without limitation of the portions of this Section 8(b)) reimburse the Corporation, its directors and officers, each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers 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 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 Corporation by such holder for inclusion in such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such holder under such undertaking shall not apply to amounts paid in settlement of any such claims, Losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such holder of Registrable Securities that participates in such offering shall be limited to the same extent as the foregoing indemnity from the Company to such holder, but only with respect to information relating to such holder furnished in writing by such holder expressly for use in any Registration Statement or Prospectus, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company or its directors or officers or any such controlling person, in respect of which indemnity may be sought against a holder of Registrable Securities, such holder shall have the rights and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoing, if the Company is an indemnified party, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the net proceeds received by such selling holder upon from the sale of the Registrable Securities giving rise to such indemnification obligation. The Company and each other holder of Registrable Securities that participates in such offering shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing covered by such Persons specifically for inclusion in any Prospectus or Registration Statement or any amendment or supplement thereto, or any preliminary prospectusStatement.

Indemnification by Holder of Registrable Securities. Each In connection with any Registration Statement in which a holder of Registrable Securities severally is participating, such holder of Registrable Securities shall furnish to the Company in writing such information as the Company may reasonably request for use in connection with any Registration Statement or Prospectus. Such holder hereby agrees to indemnify and hold harmless harmless, to the full extent permitted by law, the Company, and its officers, directors, officers, employees and agents and employees, each Person, if any, person who controls the Company (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act), and each other holder the officers, directors, agents or employees of Registrable Securities that participates any such controlling person, from and against all losses, as incurred, arising out of or based upon any untrue statements or alleged untrue statement of material fact contained in such offering any Registration Statement, Prospectus or preliminary prospectus, or arising out of or based upon any omission of a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made (in the case of any Prospectus) not misleading, to the same extent as the foregoing indemnity from the Company to such holderextent, but only with respect to the extent, that such untrue statement or omission is contained in any information relating to such holder so furnished in writing by such holder expressly to the Company for use in any such Registration Statement Statement, Prospectus or Prospectus, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company or its directors or officers or any such controlling person, in respect of which indemnity may be sought against a holder of Registrable Securities, such holder shall have the rights and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoing, if the Company is an indemnified party, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company and each other holder of Registrable Securities that participates in such offering shall be entitled to receive indemnities from accountants, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, distribution to the same extent as provided above with respect to information so furnished in writing by such Persons persons specifically for inclusion in any Registration Statement, Prospectus or preliminary prospectus, provided, that the failure of the Company to obtain any such indemnity shall not relieve the Company of any of its obligations hereunder. Notwithstanding any provision of this Section 6.7 to the contrary, the liability of a holder of Registrable Securities under this Section 6.7 shall not exceed the purchase price received by such holder for the Shares sold pursuant to a Registration Statement or any amendment or supplement thereto, or any preliminary prospectusProspectus.

Indemnification by Holder of Registrable Securities. Each holder of --------------------------------------------------- Registrable Securities severally agrees to indemnify and hold harmless the Company, its respective directors, officers, employees and agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each other holder of Registrable Securities that participates in such offering to the same extent as the foregoing indemnity from the Company to such holder, but only with respect to information relating to such holder furnished in writing by such holder expressly for use in any Registration Statement or Prospectus, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company or its directors respective directors, officers, employees or officers agents or any such controlling person, in respect of which indemnity may be sought against a holder of Registrable Securities, such holder shall have the rights and duties given the Company Company, and the Company or its directors respective directors, officers, employees or officers agents or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoing, if the Company is an indemnified party, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. Each holder of Registrable Securities will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Company. The Company and each other holder of Registrable Securities that participates in such offering shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement or any amendment or supplement thereto, or any preliminary prospectusStatement.

Indemnification by Holder of Registrable Securities. Each holder of Registrable Securities Holder agrees severally agrees and not jointly to indemnify and hold harmless the Company, its directors, officers, employees and agents Company and each Person, if any, who controls the Company (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act), and each other holder Initial Purchaser and the Holders, and the directors, officers (including, without limitation, each director and officer of Registrable the Company who signs any Registration Statement), employees and agents of each such Person, from and against all Losses to which such party or such controlling Person may become subject under the Securities that participates Act or otherwise, insofar as such Losses arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in such offering any Registration Statement or Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arise out of or based upon 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 in each case, to the same extent as the foregoing indemnity from the Company to such holderextent, but only with respect to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission is contained in any information relating to such holder Holder so furnished in writing by such holder Holder to the Company expressly for use in any such Registration Statement or Prospectus, and, subject to the limitation set forth immediately preceding this clause, will reimburse, as incurred, any legal or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against other expenses reasonably incurred by the Company or its directors any such Initial Purchaser, other Holder or officers director, officer or controlling person in connection with investigating, defending against or appearing as a third-party witness in connection with any such loss, claim, liability, damage or expense or any such controlling person, action in respect of which indemnity may be sought against a holder of Registrable Securities, such holder shall have the rights and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoing, if the Company is an indemnified party, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified partiesthereof. In no event shall the liability of any selling holder Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such holder Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company and each other holder of Registrable Securities that participates in such offering shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement or any amendment or supplement thereto, or any preliminary prospectus.

Indemnification by Holder of Registrable Securities. Each holder In the event of any registration of any Registrable Securities severally agrees under the Securities Act, each Holder whose Registrable Securities are included in such Registration Statement or Prospectus shall indemnify (such obligation to indemnify will be several, not joint and several, among such Holders) and hold harmless harmless, to the fullest extent permitted by Law, the Company, its directors, officersits officers who sign the Registration Statement, employees and agents and each Person, if any, Person who controls the Company (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act Act) from and each other holder against all Losses arising out of Registrable Securities that participates in such offering to the same extent as the foregoing indemnity from the Company to such holder, but only with respect to information relating to such holder furnished in writing by such holder expressly for use or based on (i) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement under which such Registrable Securities were registered under the Securities Act, any preliminary, final or summary Prospectus, contained therein or related thereto, or any amendment or supplement thereto, together with the documents incorporated by reference therein, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company or its directors or officers or free writing prospectus utilized in connection therewith, incident to any such controlling personregistration, qualification, or compliance or (ii) 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, in respect of which indemnity may be sought against a holder of Registrable Securities, each case only to the extent that such holder shall have the rights and duties given the Company and the Company untrue statement (or its directors alleged untrue statement) or officers omission (or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoing, if the Company alleged omission) is an indemnified party, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company and each other holder of Registrable Securities that participates made in such offering shall be entitled to receive indemnities from underwritersRegistration Statement, selling brokerspreliminary, dealer managers and similar securities industry professionals participating in the distributionfinal or summary Prospectus, to the same extent as provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus contained therein or Registration Statement related thereto, or any amendment or supplement thereto, together with the documents incorporated by reference therein, or any preliminary prospectusfree writing prospectus utilized in connection therewith; provided, however, that Holders shall not be required to indemnify the Company or any other parties for Losses pursuant to (i) and (ii) above unless such Losses were caused by information furnished by the Holders in writing to the Company or the managing underwriter(s) expressly for inclusion therein; provided, however, that the indemnity agreement contained in this Section 8(b) shall not apply to amounts paid in settlement of any such Losses if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the liability of such Holder shall be limited to the proceeds received by such selling Holder from the sale of Registrable Securities covered by such Registration Statement.

Indemnification by Holder of Registrable Securities. Each holder The Corporation may require, as a condition to including any Registrable Securities in any registration statement filed in accordance with this Agreement, that the Corporation shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securities severally agrees to indemnify and hold harmless Securities, the CompanyCorporation, its directors, officers, employees directors and agents officers and each Person, if any, Person who controls the Company Corporation (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act) and all other prospective sellers, from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to (without limitation of the preceding portions of this Section 8(b)) reimburse the Corporation, its directors and officers and each Person who controls the Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers 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 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 Corporation by such holder for inclusion in such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such holder under such undertaking shall not apply to amounts paid in settlement of any such claims, Losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such holder of Registrable Securities that participates in such offering shall be limited to the same extent as the foregoing indemnity from the Company to such holder, but only with respect to information relating to such holder furnished in writing by such holder expressly for use in any Registration Statement or Prospectus, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company or its directors or officers or any such controlling person, in respect of which indemnity may be sought against a holder of Registrable Securities, such holder shall have the rights and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoing, if the Company is an indemnified party, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the net proceeds received by such selling holder upon from the sale of the Registrable Securities giving rise to such indemnification obligation. The Company and each other holder of Registrable Securities that participates in such offering shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing covered by such Persons specifically for inclusion in any Prospectus or Registration Statement or any amendment or supplement thereto, or any preliminary prospectusStatement.

Indemnification by Holder of Registrable Securities. Each In connection with any Registration Statement in which a holder of Registrable Securities severally is participating, such holder of Registrable Securities shall furnish to the Partnership in writing such information as the Partnership reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnify indemnify, to the fullest extent permitted by law, severally and hold harmless not jointly, the CompanyPartnership, its directors, officers, employees and managers, accountants, attorneys, agents and employees, each Person, if any, Person who controls the Company Partnership (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act Act), and the directors, officers, partners, members, managers, stockholders, accountants, attorneys, agents or employees of such controlling persons (collectively, the “Partnership Indemnified Persons”), from and against all Losses arising out of or based upon (i) any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular or other document, or (ii) any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or, with respect to any Prospectus, necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and will reimburse each such Partnership Indemnified Person for any legal and any other holder of Registrable Securities that participates expenses reasonably incurred in connection with investigating or defending any such offering claim, loss, damage, liability or action, in each case to the same extent as the foregoing indemnity from the Company to such holderextent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, offering circular or other document in reliance upon and in conformity with respect written information furnished to information relating to such holder furnished in writing the Partnership by such holder expressly specifically for use in any connection with the preparation of such Registration Statement or Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such holder hereunder shall not apply to amounts paid in settlement of any amendment or supplement theretosuch claims, losses, damages, or any preliminary prospectus. In case any action liabilities (or proceeding shall be brought against the Company or its directors or officers or any such controlling person, actions in respect thereof) if such settlement is effected without the consent of which indemnity may be sought against a holder of Registrable Securities, such holder (which consent shall have the rights not be unreasonably withheld); and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoingprovided further, if the Company is an indemnified partyhowever, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall that the liability of any each selling holder of Registrable Securities hereunder shall be greater in amount than limited to the net proceeds received by such selling holder upon from the sale of the Registrable Securities giving rise covered by such Registration Statement. Each such holder also agrees to such indemnification obligation. The Company and each other holder indemnify any underwriter of Registrable Securities and each person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriter, on substantially the same basis as that participates in such offering shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, provided to the same extent as provided above with respect to information so furnished Partnership Indemnified Persons in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement or any amendment or supplement thereto, or any preliminary prospectusthis Section 7(b).

Indemnification by Holder of Registrable Securities. Each holder In the event of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, each Holder whose Registrable Securities are included on such Registration Statement shall indemnify and hold harmless, to the fullest extent permitted by law, severally and not jointly with any other Holders of Registrable Securities severally agrees to indemnify and hold harmless included on such Registration Statement, the Company, its directors, officersits officers who sign the Registration Statement, employees and agents and each Person, if any, Person who controls the Company (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act Act) and each all other holder prospective sellers, from and against all Losses arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in such Registration Statement under which such Registrable Securities that participates in such offering to were registered under the same extent as the foregoing indemnity from the Company to such holderSecurities Act, but only with respect to information relating to such holder furnished in writing by such holder expressly for use in any Registration Statement preliminary, final or summary Prospectus, contained therein or related thereto, or any amendment or supplement thereto, together with the documents incorporated by reference therein, or any preliminary prospectus. In case free writing prospectus utilized in connection therewith, incident to any action such registration, qualification, or proceeding shall compliance, or based on any omission (or alleged omission) to state therein a material fact required to be brought against stated therein or necessary to make the statements therein not misleading, and will (without limitation of the portions of this Section 8(b)) reimburse the Company, its directors, its officers who sign the Registration Statement, and each Person who controls the Company or its directors or officers (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers for any legal or any other expenses reasonably incurred in connection with investigating or defending any such controlling personclaim, loss, damage, liability, or action, in respect of which indemnity may be sought against a holder of Registrable Securitieseach case to the extent, but only to the extent, that such holder shall have the rights and duties given the Company and the Company untrue statement or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoing, if the Company omission is an indemnified party, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company and each other holder of Registrable Securities that participates made in such offering shall be entitled to receive indemnities from underwritersRegistration Statement, selling brokerspreliminary, dealer managers and similar securities industry professionals participating in the distributionfinal or summary Prospectus, to the same extent as provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus contained therein or Registration Statement related thereto, or any amendment or supplement thereto, together with the documents incorporated by reference therein, or any preliminary prospectusfree writing prospectus utilized in connection therewith in reliance upon and in conformity with written information that is furnished to the Company by such Holder expressly for inclusion therein and that relates to such Holder; provided, however, that the obligations of such Holder hereunder shall not apply to amounts paid in settlement of any such claims, losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such Holder shall be limited to the net proceeds received by such selling Holder from the sale of Registrable Securities covered by such Registration Statement.

Indemnification by Holder of Registrable Securities. Each holder As a condition to including any Registrable Securities in any Registration Statement filed in accordance with Section 4 hereof, the Company shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other Holders of Registrable Securities severally agrees to indemnify and hold harmless Securities, the Company, its directors, officers, employees directors and agents officers and each Person, if any, Person who controls the Company (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act Act) the Company, from and against all Losses arising out of or based on any untrue or alleged untrue statement of a material fact contained in any such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other document, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, such directors, officers and controlling persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such Loss, in each case to the extent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other holder document in reliance upon and in conformity with written information furnished to the Company by such Holder with respect to such Holder for inclusion in such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such Holder hereunder shall not apply to amounts paid in settlement of any such Losses (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such Holder of Registrable Securities that participates in such offering shall be limited to the same extent as the foregoing indemnity from the Company to such holder, but only with respect to information relating to such holder furnished in writing by such holder expressly for use in any Registration Statement or Prospectus, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company or its directors or officers or any such controlling person, in respect of which indemnity may be sought against a holder of Registrable Securities, such holder shall have the rights and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoing, if the Company is an indemnified party, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the net proceeds received by such holder upon selling Holder from the sale of the Registrable Securities giving rise to such indemnification obligation. The Company and each other holder of Registrable Securities that participates in such offering shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing covered by such Persons specifically for inclusion in any Prospectus or Registration Statement or any amendment or supplement thereto, or any preliminary prospectusStatement.

Indemnification by Holder of Registrable Securities. Each holder The Company may require, as a condition to including any Registrable Securities in any Registration Statement filed in accordance with Section 5 hereof, that the Company shall have received an undertaking reasonably satisfactory to it from the participating Holder of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other Holders of Registrable Securities severally agrees to indemnify and hold harmless Securities, the Company, its directors, officers, employees directors and agents officers and each Person, if any, Person who controls the Company (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act Act), from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will (without limitation of the foregoing portions of this Section 6(b)) reimburse the Company, such directors, officers and controlling persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such Loss, in each case to the extent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other holder document in reliance upon and in conformity with written information furnished to the Company by such Holder with respect to such Holder for inclusion in such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such Holder hereunder shall not apply to amounts paid in settlement of any such Losses (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such Holder of Registrable Securities that participates in such offering to the same extent as the foregoing indemnity from the Company to such holder, but only with respect to information relating to such holder furnished in writing by such holder expressly for use in any Registration Statement or Prospectus, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company or its directors or officers or any such controlling personindividual, in respect of which indemnity may be sought against a holder of Registrable Securitiesnot joint and several, such holder shall have the rights and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to for each holder by the preceding paragraph. Notwithstanding the foregoing, if the Company is an indemnified party, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall the liability of any selling holder Holder of Registrable Securities hereunder and shall be greater in amount than limited to the net proceeds received by such holder upon selling Holder from the sale of the Registrable Securities giving rise to such indemnification obligation. The Company and each other holder of Registrable Securities that participates in such offering shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing covered by such Persons specifically for inclusion Registration Statement, Prospectus, offering circular or other document containing such untrue statement (or alleged untrue statement) or omission (or alleged omission) (less the aggregate amount of any damages which such Holder has otherwise been required to pay in any Prospectus or Registration Statement respect of such Loss or any amendment or supplement thereto, or any preliminary prospectussubstantially similar Loss arising from the sale of such Registrable Securities).

Indemnification by Holder of Registrable Securities. Each holder of Registrable Securities severally agrees whose Registrable Securities are covered by a Registration Statement or Prospectus shall, without limitation as to time, indemnify and hold harmless harmless, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securities, the Company, its officers, directors, officerspartners, members, managers, shareholders, accountants, attorneys, agents and employees and agents and each Person, if any, Person who controls the Company (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act) and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents, employees of each such controlling Person, from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to (without limitation of the portions of this Section 7(b)) reimburse the Company, its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees and each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents, employees of each such controlling Person for any legal or any other holder of Registrable Securities that participates expenses reasonably incurred in connection with investigating or defending any such offering Losses, in each case to the same extent as the foregoing indemnity from the Company to such holderextent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, offering circular, or other document in reliance upon and in conformity with respect written information furnished to information relating to such holder furnished in writing the Company by or on behalf of such holder expressly for use in any such Registration Statement or Statement, Prospectus, offering circular or any amendment or supplement theretoother document; provided, or any preliminary prospectus. In case any action or proceeding however, that the obligations of such holder hereunder shall be brought against the Company or its directors or officers or not apply to amounts paid in settlement of any such controlling person, Loss (or Proceedings in respect thereof) if such settlement is effected without the consent of which indemnity may be sought against a holder of Registrable Securities, such holder (which consent shall have the rights not be unreasonably withheld, conditioned or delayed); and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoingprovided, if the Company is an indemnified partyfurther, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall that the liability of any selling such holder of Registrable Securities hereunder shall be greater in amount than limited to the net proceeds received by such selling holder upon from the sale of the Registrable Securities giving rise to such indemnification obligation. The Company and each other holder of Registrable Securities that participates in such offering shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing covered by such Persons specifically for inclusion in any Prospectus or Registration Statement or any amendment or supplement thereto, or any preliminary prospectusStatement.

Indemnification by Holder of Registrable Securities. Each holder In connection with any Registration Statement in which a Holder of Registrable Securities severally is participating, such Holder of Registrable Securities shall furnish to the Company in writing such information as the Company reasonably requests, including all information required by applicable law, for use in connection with any Registration Statement or Prospectus and agrees to indemnify and hold harmless harmless, to the fullest extent permitted by law, severally and not jointly, the Company, its affiliates, and each of their respective directors, managers, officers, employees and accountants, attorneys, agents and employees, each Person, if any, Person who controls the Company (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act Act), and the directors, officers, partners, members, managers, stockholders, accountants, attorneys, agents or employees of such controlling persons (collectively, the “Company Indemnified Persons”), from and against any and all Losses arising out of or based upon (i) any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular or other document, or (ii) any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or, with respect to any Prospectus, necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and will reimburse each such Company Indemnified Person for any legal and any other holder of Registrable Securities that participates expenses reasonably incurred in connection with investigating or defending any such offering claim, loss, damage, liability or action, in each case to the same extent as the foregoing indemnity from the Company to such holderextent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, offering circular or other document in reliance upon and in conformity with respect written information furnished to information relating to such holder furnished in writing the Company by such holder expressly Holder specifically for use in any connection with the preparation of such Registration Statement or Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such Holder hereunder shall not apply to amounts paid in settlement of any amendment or supplement theretosuch claims, losses, damages, or any preliminary prospectus. In case any action liabilities (or proceeding shall be brought against the Company or its directors or officers or any such controlling person, actions in respect thereof) if such settlement is effected without the consent of such Holder (which indemnity may consent shall not be sought against a holder of Registrable Securitiesunreasonably withheld or delayed); and provided further, however, that, except to the extent that such holder shall have the rights and duties given the Company and the Company liability is caused by such Holder’s willful or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoingintentional misconduct, if the Company is an indemnified party, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall the liability of any each selling holder Holder of Registrable Securities hereunder shall be greater in amount than limited to the net proceeds received by such holder upon selling Holder from the sale of the Registrable Securities giving rise to covered by such indemnification obligationRegistration Statement. The Such indemnity obligation shall remain in full force and effect regardless of any investigation made by or on behalf of the Company Indemnified Persons and each other holder shall survive the transfer of Registrable Securities that participates in such offering shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement or any amendment or supplement thereto, or any preliminary prospectusHolder.