Common use of Indemnification by Holder Clause in Contracts

Indemnification by Holder. To the extent permitted by law, Holder will indemnify and hold harmless the Company, each of its directors and officers and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages or liabilities (joint or several) to which the Company or any such director, officer or controlling person may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs (1) in reliance upon and in conformity with written information furnished by Holder under an instrument duly executed by Holder and stated to be specifically for use in connection with such registration, or (2) subject to the Company having complied with its obligations under Sections 2.3(a), (b) and (d) and 2.11 hereof, as a result of Holder’s failure to deliver any prospectus as required by applicable law or delivers same while a stop order or Suspension Notice is then in effect; and Holder will pay as incurred any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, or underwriter in connection with investigating or defending any such loss, claim, damage, liability or action if it is judicially determined that there was such a Violation; provided, however, that the indemnity agreement contained in this Section 2.6 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of Holder, which consent shall not be unreasonably withheld, delayed or conditioned; provided further, that in no event shall any indemnity under this Section 2.6 exceed the net proceeds from the offering and sale of Registrable Securities actually received by Holder.

Indemnification by Holder. To Each Holder will, if Registrable Securities held by such Holder are included in the extent permitted by lawsecurities as to which such registration, Holder will qualification, or compliance is being effected, indemnify and hold harmless the Company, and each of its directors the Company’s directors, officers, legal counsel, and officers accountants, and each personunderwriter, if any, of the Company’s securities covered by such a registration statement, and each person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, and each other such Holder, and each of their respective officers, directors, and partners, and each person controlling such Holder or other Company stockholder, against any all claims, losses, claimsdamages, damages or liabilities (joint or several) to which the Company or any such director, officer or controlling person may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or and liabilities (or actions in respect theretothereof) arise arising out of or are based upon on any Violationuntrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular, or other document, or any omission (or alleged omission) to state in such document a material fact required to be stated in such document or necessary to make the statements in such document not misleading, and will reimburse the Company, and such Holders, and directors, officers, legal counsel, and accountants, and underwriters, and control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability, or action, in each case to the extent (and extent, but only to the extent) , that such Violation occurs untrue statement (1or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Company by Holder under an instrument duly executed by such Holder and stated to be specifically for use in connection with such registration, or (2) subject to the Company having complied with its document; provided that such Holder’s obligations under Sections 2.3(a), (b) and (d) and 2.11 hereof, as a result of Holder’s failure to deliver any prospectus as required by applicable law or delivers same while a stop order or Suspension Notice is then in effect; and Holder will pay as incurred any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, or underwriter in connection with investigating or defending any such loss, claim, damage, liability or action if it is judicially determined that there was such a Violation; provided, however, that the indemnity agreement contained in this Section 2.6 shall 8.6(b) will not apply to amounts paid in settlement of any such lossclaims, claimlosses, damagedamages, liability or action liabilities (or actions in respect of such claims, losses, damages, or liabilities) if such settlement is effected without the such Holder’s consent of Holder, (which consent shall will not be unreasonably withheld, delayed or conditioned); and provided further, further that in no event shall will any indemnity under this Section 2.6 8.6(b) exceed the net proceeds. For purposes of this Section 8.6(b) and Section 8.6(d), the term “net proceeds,” with respect to any particular Holder, means the proceeds from the offering received by such Holder after deducting underwriters’ commissions, discounts, and sale of expenses attributable to the Registrable Securities actually received sold by such Holder.

Indemnification by Holder. To If any of a selling Holder's Registrable Securities are included in a registration statement under this Agreement, to the extent permitted by applicable law, such selling Holder will shall indemnify and hold harmless the Company, each of its directors and directors, each of its officers and who shall have signed the registration statement, each personPerson, if any, who controls the Company within the meaning of the Securities Act, any other selling Holder, any controlling Person of any such other selling Holder and each officer, director, partner, and employee of such other selling Holder and such controlling Person, against any and all losses, claims, damages or damages, liabilities and expenses (joint and several), including attorneys' fees and disbursements and expenses of investigation, incurred by such party pursuant to any actual or several) threatened action, suit, proceeding or investigation, or to which any of the Company or any such director, officer or controlling person foregoing Persons may otherwise become subject under the Securities Act, the Exchange Act or other federal or state lawlaws, insofar as such losses, claims, damages or damages, liabilities (or actions in respect thereto) and expenses arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs (1) in reliance upon and in conformity with is based on or arises from written information furnished by such selling Holder under an instrument duly executed by Holder and stated to be specifically the Company expressly for use in connection with such registration, or (2) subject to the Company having complied with its obligations under Sections 2.3(a), (b) and (d) and 2.11 hereof, as a result of Holder’s failure to deliver any prospectus as required by applicable law or delivers same while a stop order or Suspension Notice is then in effect; and Holder will pay as incurred any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, or underwriter in connection with investigating or defending any such loss, claim, damage, liability or action if it is judicially determined that there was such a Violation; provided, however, that (x) the indemnity agreement contained in indemnification required by this Section 2.6 5(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action expense if such settlement is effected without the consent of Holderthe relevant selling Holder of Registrable Securities, which consent shall not be unreasonably withheld, delayed or conditioned; provided further, that and (y) in no event shall the amount of any indemnity under this Section 2.6 5(b) exceed the net gross proceeds from the applicable offering and sale of Registrable Securities actually received by such selling Holder. In no event shall a Holder be jointly liable with any other Holder as a result of its indemnification obligations.

Indemnification by Holder. To the extent permitted by law, The Holder will shall indemnify and hold harmless the Company, the directors, officers, agents and employees, each of its directors and officers and each person, if any, Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising solely out of or based solely upon (i) any lossesuntrue statement of a material fact contained in the Registration Statement, claimsany Prospectus, damages or liabilities (joint any form of prospectus, or several) arising solely out of or based solely upon any omission of a material fact required to which be stated therein 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 information so furnished in writing by such Holder to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of prospectus or (ii) any such director, officer violation or controlling person may become subject under alleged violation by the Holders of the Securities Act, the Exchange Act or Act, any other federal or state law, insofar as such lossesincluding, claimswithout limitation, damages any state securities law, or liabilities (any rule or actions in respect thereto) arise out of or are based upon any Violation, in each case regulation thereunder relating to the extent (and only to the extent) that such Violation occurs (1) in reliance upon and in conformity with written information furnished by Holder under an instrument duly executed by Holder and stated to be specifically for use in connection with such registration, offer or (2) subject to the Company having complied with its obligations under Sections 2.3(a), (b) and (d) and 2.11 hereof, as a result sale of Holder’s failure to deliver any prospectus as required by applicable law or delivers same while a stop order or Suspension Notice is then in effect; and Holder will pay as incurred any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, or underwriter in connection with investigating or defending any such loss, claim, damage, liability or action if it is judicially determined that there was such a ViolationRegistrable Securities; provided, however, that the indemnity agreement contained in this Section 2.6 5(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action Losses if such settlement is effected without the prior written consent of such Holder, which consent shall not be unreasonably withheld, delayed or conditioned; provided further, that in . In no event shall the liability of any indemnity under this Section 2.6 exceed selling Holder hereunder be greater in amount than the dollar amount of the net proceeds from received by such Holder upon the offering and sale of the Registrable Securities actually received by Holdergiving rise to such indemnification obligation.

Indemnification by Holder. To If any of a Selling Holder's Registrable Securities are included in a registration statement under this Agreement, to the extent permitted by applicable law, such Selling Holder will shall indemnify and hold harmless the Company, each of its directors and directors, each of its officers and who shall have signed the registration statement, each personPerson, if any, who controls the Company within the meaning of the Securities Act, any other Selling Holder, any controlling Person of any such other Selling Holder and each officer, director, partner, and employee of such other Selling Holder and such controlling Person, against any and all losses, claims, damages or damages, liabilities and expenses (joint and several), including attorneys' fees and disbursements and expenses of investigation, incurred by such party pursuant to any actual or several) threatened action, suit, proceeding or investigation, or to which any of the Company or any such director, officer or controlling person foregoing Persons may otherwise become subject under the Securities Act, the Exchange Act or other federal or state lawlaws, insofar as such losses, claims, damages or damages, liabilities (or actions in respect thereto) and expenses arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs (1) in reliance upon and in conformity with is based on or arises from written information furnished by such Selling Holder under an instrument duly executed by Holder and stated to be specifically the Company expressly for use in connection with such registration, or (2) subject to the Company having complied with its obligations under Sections 2.3(a), (b) and (d) and 2.11 hereof, as a result of Holder’s failure to deliver any prospectus as required by applicable law or delivers same while a stop order or Suspension Notice is then in effect; and Holder will pay as incurred any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, or underwriter in connection with investigating or defending any such loss, claim, damage, liability or action if it is judicially determined that there was such a Violation; provided, however, that (x) the indemnity agreement contained in indemnification required by this Section 2.6 8(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action expense if such settlement is effected without the consent of Holderthe relevant Selling Holder of Registrable Securities, which consent shall not be unreasonably withheld, delayed or conditioned; provided further, that and (y) in no event shall the amount of any indemnity under this Section 2.6 8(b) exceed the net gross proceeds from the applicable offering and sale of Registrable Securities actually received by such Selling Holder. In no event shall a Holder be jointly liable with any other Holder as a result of its indemnification obligations.

Indemnification by Holder. To The Company may require, as a condition to ------------------------- including any Registrable Securities in any Registration Statement filed in accordance with the extent permitted by lawprovisions hereof, Holder will that the Company shall have received an undertaking reasonably satisfactory to it from Holder, to indemnify and hold harmless (in the Companysame manner and to the same extent as set forth in paragraph (a) above) the Company and its directors, each of its directors officers, controlling persons and officers all other prospective sellers and each persontheir respective directors, officers, general and limited partners, managing directors, and their respective controlling persons with respect to any untrue statement or alleged untrue statement in or omission or alleged omission from such Registration Statement, any preliminary, final or summary disclosure document contained therein, or any amendment or supplement, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages such untrue statement or liabilities (joint alleged untrue statement or several) to which the Company omission or any such director, officer or controlling person may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs (1) alleged omission was made in reliance upon and in conformity with written information furnished by Holder under to the Company or its representatives through an instrument duly executed by or on behalf of Holder and stated to be specifically stating that it is for use in connection with the preparation of such registrationRegistration Statement, preliminary, final or summary disclosure document or amendment or supplement, or (2) subject to a document incorporated by reference into any of the Company having complied with its obligations under Sections 2.3(a), (b) foregoing. Such indemnity shall remain in full force and (d) and 2.11 hereof, as a result effect regardless of Holder’s failure to deliver any prospectus as required investigation made by applicable law or delivers same while a stop order or Suspension Notice is then in effect; and Holder will pay as incurred any legal or other expenses reasonably incurred by on behalf of the Company or Holder, underwriters or any of their respective directors, officers, general or limited partners, managing directors or controlling persons and shall survive the transfer of such directorSecurities by Holder, officer, controlling person, or underwriter in connection with investigating or defending any such loss, claim, damage, liability or action if it is judicially determined that there was such a Violation; provided, however, that the indemnity agreement contained in this Section 2.6 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of Holder, which consent Holder shall not be unreasonably withheld, delayed or conditioned; provided further, that liable in no event shall the -------- ------- aggregate for any indemnity under this Section 2.6 exceed amounts exceeding the net proceeds product derived from multiplying the offering and sale price per Registrable Security times the number of Registrable Securities actually received sold pursuant to such Registration Statement or disclosure document by Holdersuch holder.

Indemnification by Holder. To As a condition of the extent permitted Company's obligation under this Article II to effect any registration under the Securities Act, there shall be delivered to the Company an agreement or agreements duly executed by laweach holder for whom Conversion Shares are to be so registered, Holder will whereby such holder agrees to indemnify and hold harmless the Company, each Person referred to in clause (1), (2) or (3) of its directors and officers Section 11(a) of the Securities Act in respect of the registration statement and each personother Person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages or liabilities (liabilities, joint or several) , to which the Company Company, such Person or any such director, officer or other controlling person Person may become subject under the Securities Act, the Exchange Act or other federal or state lawotherwise, insofar as such but only to the extent that the losses, claims, damages or liabilities (or actions proceedings in respect theretothereof) arise out of or are based upon any Violationuntrue statement or alleged untrue statement of any material fact contained in the registration statement under which the Conversion Shares are to be registered under the Securities Act, in any preliminary prospectus or final prospectus contained therein or in any amendment or supplement thereto, 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, in light of the circumstances in which made, not misleading, which, in each case to case, is made in or omitted from the extent (and only to the extent) that such Violation occurs (1) registration statement, preliminary or final prospectus or amendment or supplement in reliance upon and in conformity with written information furnished to the Company by Holder under an instrument duly executed by Holder and stated to be such holder specifically for use in connection with such registration, or (2) subject to the Company having complied with its obligations under Sections 2.3(a), (b) and (d) and 2.11 hereof, as a result of Holder’s failure to deliver any prospectus as required by applicable law or delivers same while a stop order or Suspension Notice is then in effect; and Holder will pay as incurred any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, or underwriter in connection with investigating or defending any such loss, claim, damage, liability or action if it is judicially determined that there was such a Violationpreparation thereof; provided, however, that the indemnity agreement contained in this Section 2.6 indemnification obligations of each such holder shall not apply be limited to amounts paid in settlement the total price of any the Conversion Shares sold by such loss, claim, damage, liability or action if holder pursuant to such settlement is effected without the consent of Holder, which consent shall not be unreasonably withheld, delayed or conditioned; provided further, that in no event shall any indemnity under this Section 2.6 exceed the net proceeds from the offering and sale of Registrable Securities actually received by Holderregistration.

Indemnification by Holder. To Each Holder will, if Registrable Securities or other securities held by him are included in the extent permitted by lawsecurities as to which such registration, Holder will qualification, or compliance is being effected, indemnify and hold harmless the Company, each of its directors and officers 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 the Securities ActAct and the rules and regulations thereunder, each other such Holder and each of their officers, directors, and partners, and each person controlling such Holder, for a period of one (1) year from the effective date of such registration statement, against any all claims, losses, claims, damages or liabilities (joint or several) to which the Company or any such director, officer or controlling person may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or and liabilities (or actions in respect theretothereof) arise arising out of or are based upon on any Violationuntrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and such Holders, directors, officers, partners, persons, underwriters or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent (and extent, but only to the extent) , that such Violation occurs untrue statement (1or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by Holder under an instrument duly executed by such Holder and stated to be specifically for use in connection with such registration, or (2) subject to the Company having complied with its obligations under Sections 2.3(a), (b) and (d) and 2.11 hereof, as a result of Holder’s failure to deliver any prospectus as required by applicable law or delivers same while a stop order or Suspension Notice is then in effect; and Holder will pay as incurred any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, or underwriter in connection with investigating or defending any such loss, claim, damage, liability or action if it is judicially determined that there was such a Violationtherein; provided, however, that the indemnity agreement contained in obligations of such Holders hereunder shall be limited to an amount equal to the proceeds to each such Holder of securities sold pursuant a registration statement required by this Section 2.6 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of Holder, which consent shall not be unreasonably withheld, delayed or conditioned; provided further, that in no event shall any indemnity under this Section 2.6 exceed the net proceeds from the offering and sale of Registrable Securities actually received by HolderArticle II.

Indemnification by Holder. To As a condition of the extent permitted Company's obligation under this Article II to effect any registration under the Securities Act, there shall be delivered to the Company an agreement or agreements duly executed by laweach holder for whom Warrant Shares are to be so registered, Holder will whereby such holder agrees to indemnify and hold harmless the Company, each person referred to in clause (1), (2) or (3) of its directors and officers Section 11(a) of the Securities Act in respect of the registration statement and each other person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages or liabilities (liabilities, joint or several) , to which the Company Company, such person or any such director, officer or other controlling person may become subject under the Securities Act, the Exchange Act or other federal or state lawotherwise, insofar as such but only to the extent that the losses, claims, damages or liabilities (or actions proceedings in respect theretothereof) arise out of or are based upon any Violationuntrue statement or alleged untrue statement of any material fact contained in the registration statement under which the Warrant Shares are to be registered under the Securities Act, in any preliminary prospectus or final prospectus contained therein or in any amendment or supplement thereto, 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, in each case to case, is made in or omitted from the extent (and only to the extent) that such Violation occurs (1) registration statement, preliminary or final prospectus or amendment or supplement in reliance upon and in conformity with written information furnished to the Company by Holder under an instrument duly executed by Holder and stated to be such holder specifically for use in connection with such registration, or (2) subject to the Company having complied with its obligations under Sections 2.3(a), (b) and (d) and 2.11 hereof, as a result of Holder’s failure to deliver any prospectus as required by applicable law or delivers same while a stop order or Suspension Notice is then in effect; and Holder will pay as incurred any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, or underwriter in connection with investigating or defending any such loss, claim, damage, liability or action if it is judicially determined that there was such a Violationpreparation thereof; provided, however, that the indemnity agreement contained in this Section 2.6 indemnification obligations of each such holder shall not apply be limited to amounts paid in settlement of any the total consideration received by such loss, claim, damage, liability or action if such settlement is effected without the consent of Holder, which consent shall not be unreasonably withheld, delayed or conditioned; provided further, that in no event shall any indemnity under this Section 2.6 exceed the net proceeds holder from the offering and sale of Registrable Securities actually received by HolderWarrant Shares pursuant to such registration.

Indemnification by Holder. To In connection with any Registration Statement in which a Holder is participating, such Holder 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, to the fullest extent permitted by law, Holder will indemnify severally and hold harmless not jointly, the Company, its directors, officers, accountants, agents and employees, each Person who controls the Company (within the meaning of its directors Section 15 of the Securities Act and officers Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling persons, and each personunderwriter, if any, and each person who controls the Company such underwriter (within the meaning of Section 15 of the Securities Act, against any losses, claims, damages or liabilities (joint or several) to which the Company or any such director, officer or controlling person may become subject under the Securities Act, Act and Section 20 of the Exchange Act or other federal or state lawAct), insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise from and against all Losses arising out of or are based upon on any Violationuntrue statement of a material fact contained in any such registration statement, prospectus, offering circular, or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and such 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 claim, loss, damage, liability, or action, in each case to the extent (and extent, but only to the extent) , that such Violation occurs (1) 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 under an instrument duly executed by Holder and stated to be specifically for use in connection with the preparation of such registrationregistration statement, or (2) subject to the Company having complied with its obligations under Sections 2.3(a)prospectus, (b) and (d) and 2.11 hereof, as a result of Holder’s failure to deliver any prospectus as required by applicable law or delivers same while a stop order or Suspension Notice is then in effect; and Holder will pay as incurred any legal offering circular or other expenses reasonably incurred by the Company or any such director, officer, controlling person, or underwriter in connection with investigating or defending any such loss, claim, damage, liability or action if it is judicially determined that there was such a Violation; document provided, however, that the indemnity agreement contained in this Section 2.6 obligations of such Holder hereunder shall not apply to amounts paid in settlement of any such lossclaims, claimlosses, damagedamages, liability or action liabilities (or actions in respect thereof) if such settlement is effected without the consent of Holder, such Holder (which consent shall not be unreasonably withheld); and provided, delayed or conditioned; provided further, that in no event the liability of each selling Holder hereunder shall any indemnity under this Section 2.6 exceed be limited to the net proceeds received by such selling Holder from the offering and sale of Registrable Securities actually received covered by Holdersuch 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 rules, together with all supplements and addenda thereto was not furnished to the person or entity asserting the loss, liability, claim or damage at or prior to the time such furnishing is required by the Securities Act.

Indemnification by Holder. To If any of a Selling Holder's Registrable Securities are included in a Registration Statement under this Agreement, to the extent permitted by applicable law, such Selling Holder will shall indemnify and hold harmless the Company, each of its directors Affiliates, trustees, officers, employees and officers and agents, each personPerson, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, any other Selling Holder, any controlling Person of any such other Selling Holder and each Affiliate, officer, director, partner, and employee of such other Selling Holder and such controlling Person, against any and all losses, claims, damages or damages, liabilities and expenses (joint or several) to which ), including reasonable attorneys' fees and disbursements and expenses of investigation, incurred by such party arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Company applicable Registration Statement, including any preliminary prospectus or final prospectus contained therein, or any such directoramendments or supplements thereto or any document incorporated by reference therein or any omission or alleged omission to state therein a material fact required to be stated therein, officer or controlling person may become subject necessary to make the statements therein (in light of the circumstances under which they were made in the case of any prospectus) not misleading or any violation or alleged violation by any Holder or underwriter of the federal securities laws, any applicable state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or other federal or any applicable state securities law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and but only to the extent) , that such Violation occurs (1) untrue statement or omission had been contained in reliance upon and in conformity with written any information furnished by such Selling Holder under an instrument duly executed by Holder and stated to be specifically the Company expressly for use in connection with such registration, or (2) subject to the Company having complied with its obligations under Sections 2.3(a), (b) and (d) and 2.11 hereof, as a result of Holder’s failure to deliver any prospectus as required by applicable law or delivers same while a stop order or Suspension Notice is then in effect; and Holder will pay as incurred any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, or underwriter in connection with investigating or defending any such loss, claim, damage, liability or action if it is judicially determined that there was such a Violation; provided, however, that (x) the indemnity agreement contained in indemnification required by this Section 2.6 6(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action expense if such settlement is effected without the consent of Holder, the relevant Selling Holder of Registrable Securities (which consent shall not be unreasonably withheld), delayed or conditioned; provided further, that and (y) in no event shall the amount of any indemnity under this Section 2.6 6(b) exceed the net gross proceeds from the applicable offering and sale of Registrable Securities actually received by such Selling Holder. In no event shall a Holder be jointly liable with any other Holder as a result of its indemnification obligations.

Indemnification by Holder. To If any of a Selling Holder's Registrable Securities are included in a Registration Statement under this Agreement, to the extent permitted by applicable law, such Selling Holder will shall indemnify and hold harmless the CompanyCharterMac, each of its directors trustees, officers, employees and officers and agents, each personPerson, if any, who controls the Company CharterMac within the meaning of the Securities Act, any other Selling Holder, any controlling Person of any such other Selling Holder and each officer, director, partner, and employee of such other Selling Holder and such controlling Person, against any and all losses, claims, damages or damages, liabilities and expenses (joint or and several) to which the Company or any ), including attorneys' fees and disbursements and expenses of investigation, incurred by such director, officer or controlling person may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise party arising out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs (1) in reliance upon and in conformity with is based on or arises from written information furnished by such Selling Holder under an instrument duly executed by Holder and stated to be specifically CharterMac expressly for use in connection with such registration, or Registration Statement (2) subject to the Company having complied with its obligations under Sections 2.3(a), (b) and (d) and 2.11 hereof, as a result of Holder’s failure to deliver any prospectus as required by applicable law or delivers same while a stop order or Suspension Notice is then in effect; and Holder will pay as incurred any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, amendments thereto) or underwriter in connection with investigating any Prospectus (or defending any such loss, claim, damage, liability amendment or action if it is judicially determined that there was such a Violationsupplement thereto); provided, however, that (x) the indemnity agreement contained in indemnification required by this Section 2.6 6(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action expense if such settlement is effected without the consent of Holderthe relevant Selling Holder of Registrable Securities, which consent shall not be unreasonably withheld, delayed or conditioned; provided further, that and (y) in no event shall the amount of any indemnity under this Section 2.6 6(b) exceed the net gross proceeds from the applicable offering and sale of Registrable Securities actually received by such Selling Holder. In no event shall a Holder be jointly liable with any other Holder as a result of its indemnification obligations.

Indemnification by Holder. To the extent permitted by law, The Holder will shall indemnify and hold harmless the Company, the directors, officers, agents and employees, each of its directors and officers and each person, if any, Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising solely out of or based solely upon (i) any lossesuntrue statement of a material fact contained in the Registration Statement, claimsany Prospectus, damages or liabilities (joint any form of prospectus, or several) arising solely out of or based solely upon any omission of a material fact required to which be stated therein 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 information so furnished in writing by such Holder to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of prospectus or (ii) any such director, officer violation or controlling person may become subject under alleged violation by the Holders of the Securities Act, the Exchange Act or Act, any other federal or state law, insofar as such lossesincluding, claimswithout limitation, damages any state securities law, or liabilities (any rule or actions in respect thereto) arise out of or are based upon any Violation, in each case regulation thereunder relating to the extent (and only to the extent) that such Violation occurs (1) in reliance upon and in conformity with written information furnished by Holder under an instrument duly executed by Holder and stated to be specifically for use in connection with such registration, offer or (2) subject to the Company having complied with its obligations under Sections 2.3(a), (b) and (d) and 2.11 hereof, as a result sale of Holder’s failure to deliver any prospectus as required by applicable law or delivers same while a stop order or Suspension Notice is then in effect; and Holder will pay as incurred any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, or underwriter in connection with investigating or defending any such loss, claim, damage, liability or action if it is judicially determined that there was such a ViolationRegistrable Securities; provided, however, that the indemnity agreement contained in this Section 2.6 4(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action Losses if such settlement is effected without the prior written consent of such Holder, which consent shall not be unreasonably withheld, delayed or conditioned; provided further, that in . In no event shall the liability of any indemnity under this Section 2.6 exceed selling Holder hereunder be greater in amount than the dollar amount of the net proceeds from received by such Holder upon the offering and sale of the Registrable Securities actually received by Holdergiving rise to such indemnification obligation.

Indemnification by Holder. To Each Holder will, if Registrable Securities or other securities held by him are included in the extent permitted by lawsecurities as to which such registration, Holder will qualification, or compliance is being effected, indemnify and hold harmless the Company, each of its directors and officers and each personunderwriter, if any, of the Company's securities 11249/436.3 13 covered by such a registration statement, each person who controls the Company or such underwriter within the meaning of the Securities ActAct and the rules and regulations thereunder, each other such Holder and each of their officers, directors, and partners, and each person controlling such Holder, for a period of one (1) year from the effective date of such registration statement, against any all claims, losses, claims, damages or liabilities (joint or several) to which the Company or any such director, officer or controlling person may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or and liabilities (or actions in respect theretothereof) arise arising out of or are based upon on any Violationuntrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and such Holders, directors, officers, partners, persons, underwriters or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent (and extent, but only to the extent) , that such Violation occurs untrue statement (1or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by Holder under an instrument duly executed by such Holder and stated to be specifically for use in connection with such registration, or (2) subject to the Company having complied with its obligations under Sections 2.3(a), (b) and (d) and 2.11 hereof, as a result of Holder’s failure to deliver any prospectus as required by applicable law or delivers same while a stop order or Suspension Notice is then in effect; and Holder will pay as incurred any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, or underwriter in connection with investigating or defending any such loss, claim, damage, liability or action if it is judicially determined that there was such a Violationtherein; provided, however, that the indemnity agreement contained in obligations of such Holders hereunder shall be limited to an amount equal to the proceeds to each such Holder of securities sold pursuant to a registration statement required by this Section 2.6 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of Holder, which consent shall not be unreasonably withheld, delayed or conditioned; provided further, that in no event shall any indemnity under this Section 2.6 exceed the net proceeds from the offering and sale of Registrable Securities actually received by HolderArticle II.

Indemnification by Holder. To Each Holder will, if Registrable Securities or other securities held by him are included in the extent permitted by lawsecurities as to which such registration, Holder will qualification, or compliance is being effected, indemnify and hold harmless the Company, each of its directors and officers 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 the Securities ActAct and the rules and regulations thereunder, each other such Holder and each of their officers, directors, and partners, and each person controlling such Holder, for a period of one year from the effective date of such registration statement, against any all claims, losses, claims, damages or liabilities (joint or several) to which the Company or any such director, officer or controlling person may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or and liabilities (or actions in respect theretothereof) arise arising out of or are based upon on any Violationuntrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and such Holders, directors, officers, partners, persons, underwriters or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent (and extent, but only to the extent) , that such Violation occurs untrue statement (1or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by Holder under an instrument duly executed by such Holder and stated to be specifically for use in connection with such registration, or (2) subject to the Company having complied with its obligations under Sections 2.3(a), (b) and (d) and 2.11 hereof, as a result of Holder’s failure to deliver any prospectus as required by applicable law or delivers same while a stop order or Suspension Notice is then in effect; and Holder will pay as incurred any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, or underwriter in connection with investigating or defending any such loss, claim, damage, liability or action if it is judicially determined that there was such a Violation; therein provided, however, that the indemnity agreement contained in obligations of such Holders hereunder shall be limited to an amount equal to the proceeds to each such Holder of securities sold pursuant to this Section 2.6 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of Holder, which consent shall not be unreasonably withheld, delayed or conditioned; provided further, that in no event shall any indemnity under this Section 2.6 exceed the net proceeds from the offering and sale of Registrable Securities actually received by HolderArticle II.

Indemnification by Holder. To The Company may require, as a ------------------------- condition to including any Registrable Securities in any Registration Statement filed in accordance with the extent permitted by lawprovisions hereof, Holder will that the Company shall have received an undertaking reasonably satisfactory to it from Holder, to indemnify and hold harmless (in the Companysame manner and to the same extent as set forth in paragraph (a) above) the Company and its directors, each of its directors officers, controlling persons and officers all other prospective sellers and each persontheir respective directors, officers, general and limited partners, managing directors, and their respective controlling persons with respect to any untrue statement or alleged untrue statement in or omission or alleged omission from such Registration Statement, any preliminary, final or summary disclosure document contained therein, or any amendment or supplement, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages such untrue statement or liabilities (joint alleged untrue statement or several) to which the Company omission or any such director, officer or controlling person may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs (1) alleged omission was made in reliance upon and in conformity with written information furnished by Holder under to the Company or its representatives through an instrument duly executed by or on behalf of Holder and stated to be specifically stating that it is for use in connection with the preparation of such registrationRegistration Statement, preliminary, final or summary disclosure document or amendment or supplement, or (2) subject to a document incorporated by reference into any of the Company having complied with its obligations under Sections 2.3(a), (b) foregoing. Such indemnity shall remain in full force and (d) and 2.11 hereof, as a result effect regardless of Holder’s failure to deliver any prospectus as required investigation made by applicable law or delivers same while a stop order or Suspension Notice is then in effect; and Holder will pay as incurred any legal or other expenses reasonably incurred by on behalf of the Company or Holder, underwriters or any of their respective directors, officers, general or limited partners, managing directors or controlling persons and shall survive the transfer of such directorSecurities by Holder, officer, controlling person, or underwriter in connection with investigating or defending any such loss, claim, damage, liability or action if it is judicially determined that there was such a Violation; provided, however, that the indemnity agreement contained in this Section 2.6 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of Holder, which consent Holder shall not be unreasonably withheld, delayed or conditioned; provided further, that liable in no event shall the -------- ------- aggregate for any indemnity under this Section 2.6 exceed amounts exceeding the net proceeds product derived from multiplying the offering and sale price per Registrable Security times the number of Registrable Securities actually received sold pursuant to such Registration Statement or disclosure document by Holdersuch holder.