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

Indemnification by Holders of Registrable Securities. In connection with any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, in which a Holder is participating, such Holder shall furnish to the Issuers and the Guarantors in writing such information as the Issuers and the Guarantors reasonably request for use in connection with any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, any amendment or supplement thereto, and shall, severally and not jointly, without limitation as to time, indemnify and hold harmless the Issuers and the Guarantors, their respective members, managers, directors, officers, agents and employees, each controlling person of the Issuers or any of the Guarantors and the members, managers, directors, officers, agents or employees of such controlling persons, to the fullest extent lawful, from and against any and all Losses, as incurred, arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading to the extent, but only to the extent, that such untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information so furnished in writing by such Holder to the Issuers and the Guarantors expressly for use in any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto. In no event shall the liability of any selling Holder be greater in amount than such Holder's Maximum Contribution Amount (as defined below).

Indemnification by Holders of Registrable Securities. In connection with any Registration Statementregistration statement covering Registrable Securities, each Holder any of whose Registrable Securities are covered thereby shall 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 such registration statement, any related prospectus or preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, in which a Holder is participatingand shall indemnify, such Holder shall furnish to the Issuers and full extent permitted by law, the Guarantors in writing such information as Company, the Issuers and the Guarantors reasonably request for use in connection with any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, any amendment or supplement thereto, and shall, severally and not jointly, without limitation as to time, indemnify and hold harmless the Issuers and the Guarantors, their respective members, managers, Company's directors, officers, agents employees and employeesagents, each controlling person Person who controls the Company (within the meaning of the Issuers Securities Act) and any investment adviser thereof or any agent therefor, against all losses, claims, damages, liabilities and expenses (including costs of the Guarantors investigation and the members, managers, directors, officers, agents or employees of such controlling persons, to the fullest extent lawful, from and against any and all Losses, as incurred, legal expenses) arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any such Registration Statementregistration statement covering any Registrable Securities, any related prospectus or preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, or any omission or alleged omission to state therein in any thereof a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of a prospectus or prospectus supplement, in the light of the circumstances under which they were made) not misleading, not misleading in each case to the extent, but only to the extent, that such the same arises out of or is based upon an untrue statement or alleged untrue statement of a material fact or an omission or alleged omission of to state a material fact is contained in such registration statement or omitted from any information so furnished in writing by such Holder to the Issuers and the Guarantors expressly for use in any Registration Statementrelated prospectus, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement theretosupplement, as the case may be, made or omitted, as the case may be, in reliance upon and in conformity with written information furnished to the Company by such Holder expressly for use therein. In Notwithstanding any other provision hereof, in no event shall the liability indemnification obligation of any selling Holder be greater in amount than the dollar amount of the proceeds received by such Holder's Maximum Contribution Amount (as defined below)Holder upon the sale of the Registrable Securities giving rise to such obligation.

Indemnification by Holders of Registrable Securities. In connection with any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, Statement in which a Holder is participating, each such Holder shall will furnish to the Issuers and the Guarantors Company in writing such information with respect to the name and address of such Holder and such other information as the Issuers and the Guarantors may be reasonably request required for use in connection with any such Registration Statement, preliminary prospectus, Statement or Prospectus or form of prospectus, any amendment or supplement thereto, and shall, severally and not jointly, without limitation as agrees to time, indemnify and hold harmless the Issuers and the Guarantors, their respective members, managers, directors, officers, agents and employees, each controlling person of the Issuers or any of the Guarantors and the members, managers, directors, officers, agents or employees of such controlling personsindemnify, to the fullest full extent lawfulpermitted by law, from the Company, its directors and officers and each Person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and all Losses, as incurred, arising out of or based upon expenses resulting from any untrue or alleged untrue statement of a material fact contained in any such the Registration Statement, preliminary prospectus, Statement or Prospectus or form of prospectus, or any amendment thereof or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein thereto or necessary to make the statements thereintherein not misleading, in the light of the circumstances under which they were made, not misleading to the extent, but only to the extent, that such untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from relates to any information with respect to such Holder so furnished in writing by such Holder specifically for inclusion in any Prospectus or Registration Statement; provided, however, that such Holder shall not be liable in any such case to the Issuers and extent that prior to the Guarantors filing of any such Registration Statement or Prospectus or amendment thereof or supplement thereto, such Holder has furnished in writing to the Company information expressly for use in any such Registration Statement, preliminary prospectus, Statement or Prospectus or form of prospectus, or any amendment thereof or supplement theretothereto which corrected or made not misleading information previously furnished to the Company. In no event shall the liability of any selling Selling Holder hereunder be greater in amount than the dollar amount of the proceeds received by such Holder's Maximum Contribution Amount (as defined below)Selling Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Holders of Registrable Securities. In connection with any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, Statement in which a the Holder is participating, such the Holder shall will furnish to the Issuers and the Guarantors Company in writing such information with respect to the name and address of such Holder and such other information as the Issuers and the Guarantors may be reasonably request required for use in connection with any such Registration Statement, preliminary prospectus, Statement or Prospectus or form of prospectus, any amendment or supplement thereto, and shall, severally and not jointly, without limitation as agrees to time, indemnify and hold harmless the Issuers and the Guarantors, their respective members, managers, directors, officers, agents and employees, each controlling person of the Issuers or any of the Guarantors and the members, managers, directors, officers, agents or employees of such controlling personsindemnity, to the fullest full extent lawfulpermitted by law, from the Company, its directors and officers and each Person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and all Losses, as incurred, arising out of or based upon expenses resulting from any untrue or alleged untrue statement of a material fact contained in any such the Registration Statement, preliminary prospectus, Statement or Prospectus or form of prospectus, or any amendment thereof or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein thereto or necessary to make the statements thereintherein not misleading, in the light of the circumstances under which they were made, not misleading to the extent, but only to the extent, that such untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from relates to any information with respect to such Holder so furnished in writing by such Holder specifically for inclusion in any Prospectus or Registration Statement; provided, however, that such Holder shall not be liable in any such case to the Issuers and extent that prior to the Guarantors filing of any such Registration Statement or Prospectus or amendment thereof or supplement thereto, such Holder has furnished in writing to the Company information expressly for use in any such Registration Statement, preliminary prospectus, Statement or Prospectus or form of prospectus, or any amendment thereof or supplement theretothereto which corrected or made not misleading information previously furnished to the Company. In no event shall the liability of any selling Selling Holder hereunder be greater in amount than the dollar amount of the proceeds received by such Holder's Maximum Contribution Amount (as defined below)Selling Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Holders of Registrable Securities. In connection with Each selling holder of Registrable Securities will, in the event that any Registration Statement, preliminary prospectus, Prospectus or form is being effected under the Securities Act pursuant to this Agreement of prospectus, or any amendment or supplement thereto, in which a Holder is participating, Registrable Securities held by such Holder shall furnish to the Issuers and the Guarantors in writing such information as the Issuers and the Guarantors reasonably request for use in connection with any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, any amendment or supplement thereto, and shall, severally and not jointly, without limitation as to timeselling holder, indemnify and hold harmless to the Issuers and fullest extent permitted by law the GuarantorsCompany, their respective members, managers, each of its directors, officers, employees and agents and employees, each controlling person who controls the Company within the meaning of the Issuers Securities Act and each underwriter (if any), and each other selling holder and each other Person, if any, who controls another selling holder or any such underwriter within the meaning of the Guarantors and the membersSecurities Act, managers, directors, officers, agents or employees of such controlling persons, to the fullest extent lawful, from and against any and all Lossesexpenses, losses, judgments, claims, damages or liabilities, whether joint or several, insofar as incurredsuch expenses, arising losses, judgments, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement (or alleged allegedly untrue statement statement) of a material fact contained in any Registration Statement under which the sale of such Registration StatementRegistrable Securities was registered under the Securities Act, any preliminary prospectus, Prospectus final prospectus or form of prospectussummary prospectus contained in Registration Statement, or any amendment or supplement theretoto the Registration Statement, or arise out of or are based upon any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements thereinstatement therein not misleading, in if the light of the circumstances under which they were made, not misleading to the extent, but only to the extent, that such untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained was made in or omitted from any reliance upon and in conformity with information so furnished in writing to the Company by such Holder to the Issuers and the Guarantors selling holder expressly for use therein, and each selling holder of Registrable Securities shall reimburse the Company, its directors, officers employees and agents and each person who controls the Company, and each other selling holder or controlling Person for any legal or other expenses reasonably incurred by any of them in connection with investigating or defending any Registration Statementsuch loss, preliminary prospectusjudgment, Prospectus claim, damage, liability or form action. Each selling holder’s indemnification obligations hereunder shall be several and not joint and shall be limited to the amount of prospectus, any net proceeds actually received by such selling holder. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any amendment or supplement thereto. In no event shall the liability of any selling Holder be greater in amount than such Holder's Maximum Contribution Amount (as defined below)indemnified party.

Indemnification by Holders of Registrable Securities. In connection with any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, Statement in which a Holder holder of Registrable Securities is participating, each such Holder shall holder will furnish to the Issuers and the Guarantors Company in writing such information and affidavits as the Issuers and the Guarantors Company reasonably request requests for use in connection with any such Registration StatementStatement or prospectus and, preliminary prospectusto the extent permitted by law, Prospectus or form of prospectus, any amendment or supplement thereto, and shall, severally and not jointly, without limitation as to time, will indemnify and hold harmless the Issuers Company and its Indemnitees against any losses, claims, damages, liabilities, joint or several, to which the Guarantors, their respective members, managers, directors, officers, agents and employees, each controlling person of the Issuers Company or any of such Indemnitee may become subject under the Guarantors and the membersSecurities Act or otherwise, managersinsofar as such losses, directorsclaims, officersdamages or liabilities (or actions or proceedings, agents whether commenced or employees of such controlling personsthreatened, to the fullest extent lawful, from and against any and all Losses, as incurred, arising in respect thereof) arise out of or are based upon (a) any untrue or alleged untrue statement of a material fact contained in any such the Registration Statement, prospectus or preliminary prospectus, Prospectus or form of prospectus, prospectus or any amendment thereof or supplement theretothereto or in any application, together with any documents incorporated therein by reference or (b) any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading to the extentmisleading, but only to the extent, extent that such untrue statement (or alleged untrue statement of a material fact statement) or omission (or alleged omission of a material fact omission) is contained made in or omitted from any information so furnished in writing by such Holder to the Issuers and the Guarantors expressly for use in any Registration Statement, any such prospectus or preliminary prospectus, Prospectus or form of prospectus, prospectus or any amendment or supplement thereto, or in any application, in reliance upon and in conformity with written information prepared and furnished to the Company by such holder expressly for use therein, and such holder will reimburse the Company and each such Indemnitee for any reasonable legal or any other reasonable expenses, including any amounts paid in any settlement effected with the consent of such holder, incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided, however, that the obligation to indemnify will be individual (and not joint and several) to each holder and will be limited to the net amount of proceeds received by such holder from the sale of Registrable Securities pursuant to such registration statement, less any other amounts paid by such holder in respect of such untrue statement, alleged untrue statement, omission or alleged omission. In no event For the avoidance of doubt, a holder shall only be required to provide the liability foregoing indemnification in connection with information provided in such holder’s capacity as a holder of any selling Holder be greater in amount than such Holder's Maximum Contribution Amount (as defined below)equity securities of the Company.

Indemnification by Holders of Registrable Securities. In connection with any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, in which a Each Selling Holder is participating, such Holder shall furnish to the Issuers and the Guarantors in writing such information as the Issuers and the Guarantors reasonably request for use in connection with any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, any amendment or supplement thereto, and shallagrees, severally and but not jointly, without limitation as to time, indemnify and hold harmless the Issuers and the GuarantorsCompany, their respective members, managersits officers, directors, officers, employees and agents and employeeseach person, each controlling person if any, who controls the Company within the meaning of Section 15 of the Issuers Securities Act or any Section 20 of the Guarantors and Exchange Act, together with the memberspartners, managersofficers, directors, officers, employees and agents or employees of such controlling personsperson (individually, a "Company Controlling Person" and collectively, the "Company Controlling Persons"), to the fullest same extent lawfulas the foregoing indemnity from the Company to such Selling Holder, from and against any and all Lossesbut only with reference to information related to such Selling Holder, as incurredor its plan of distribution, arising out of furnished in writing by such Selling Holder or based upon any untrue or alleged untrue statement of a material fact contained on such Selling Holder's behalf expressly for use in any registration statement or prospectus relating to such Registration Statement, preliminary prospectus, Prospectus or form of prospectusSelling Holder's Registrable Securities, or any amendment or supplement thereto, or any omission preliminary prospectus. In case any action or alleged omission to state therein a material fact required to proceeding shall be stated therein brought against the Company or necessary to make the statements thereinits officers, directors, employees or agents or any such Company Controlling Persons or, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the light rights and duties given to the Company, and the Company or its officers, directors, employees or agents or such Company Controlling Persons, shall have the rights and duties given to such Selling Holder, under Section 4.1. Each Selling Holder also agrees, severally but not jointly, to indemnify and hold harmless each other Selling Holder and any underwriters of the circumstances under which they were madeRegistrable Securities, not misleading and their respective officers and directors and each person who controls each such other Selling Holder or underwriter on substantially the same basis as that of the indemnification of the Company provided in this Section 4.2. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the extentsame extent as provided above, but only with respect to the extent, that such untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information so furnished in writing by such Holder to the Issuers and the Guarantors expressly persons specifically for use inclusion in any Registration Statement, preliminary prospectus, Prospectus prospectus or form of prospectus, or any amendment or supplement theretoregistration statement. In no event shall the liability of any selling Selling Holder be greater in amount than the dollar amount of the net proceeds received by such Holder's Maximum Contribution Amount (as defined below)Selling Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Holders of Registrable Securities. In connection with any Registration Statement, preliminary prospectus, Prospectus or form Each selling holder of prospectus, or any amendment or supplement theretoRegistrable Securities will, in which a Holder the event that any registration is participating, being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such Holder shall furnish to the Issuers and the Guarantors in writing such information as the Issuers and the Guarantors reasonably request for use in connection with any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, any amendment or supplement thereto, and shall, severally and not jointly, without limitation as to timeselling holder, indemnify and hold harmless the Issuers and the GuarantorsCompany, their respective members, managers, each of its directors, officers, agents and employeeseach underwriter (if any), each controlling person other selling Holder of Registrable Securities and each other person, if any, who controls the Company, such underwriter or such selling Holder within the meaning of the Issuers or any of the Guarantors and the membersSecurities Act, managers, directors, officers, agents or employees of such controlling persons, to the fullest extent lawful, from and ("Company Indemnified Party") against any and all Losseslosses, claims, judgments, damages or liabilities, whether joint or several, insofar as incurredsuch losses, arising claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registration StatementRegistrable Securities was registered under the Securities Act, any preliminary prospectus, Prospectus final prospectus or form of 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 omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereinstatement therein not misleading, in the light of the circumstances under which they were made, not misleading to the extent, but and only to the extentextent that, that such untrue the statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained was made in or omitted from any reliance upon and in conformity with information so furnished in writing to the Company by such Holder to the Issuers and the Guarantors selling holder expressly for use therein, and shall reimburse each Company Indemnified Party, for any legal or other expenses reasonably incurred by any of them in connection with investigation or defending any Registration Statementsuch loss, preliminary prospectusclaim, Prospectus damage, liability or form action. Each selling holder’s indemnification obligations hereunder shall be several and not joint and shall be limited to the amount of prospectusany net proceeds actually received by such selling 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 any amendment liabilities (or supplement thereto. In no event actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall the liability of any selling Holder not be greater in amount than such Holder's Maximum Contribution Amount (as defined belowunreasonably withheld).

Indemnification by Holders of Registrable Securities. In connection with any Each Holder whose Registrable Securities are included in a Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, in which a Holder is participating, such Holder shall furnish Statement pursuant to the Issuers and the Guarantors in writing such information as the Issuers and the Guarantors reasonably request for use in connection with any such Registration Statement, preliminary prospectus, Prospectus or form provisions of prospectus, any amendment or supplement thereto, and shall, severally and not jointly, without limitation as to time, this Section 6 will indemnify and hold harmless the Issuers Company and the Guarantors, their respective members, managersits officers, directors, officers, agents and employees, each controlling person of partners, stockholders, agents, representatives, and any Person who controls the Issuers Company or any of its subsidiaries or Affiliates (within the Guarantors and meaning of the membersSecurities Act) (each, managers, directors, officers, agents or employees of such controlling persons, to the fullest extent lawfula “Company Indemnified Person”), from and against against, and will reimburse such Company Indemnified Person with respect to, any and all Losses, as incurred, arising Indemnifiable Costs and Expenses to which the Company or such Company Indemnified Person may become subject under the Securities Act or otherwise and which arise out of or based upon result from any untrue or alleged untrue statement of a any material fact contained in any such Registration Statement, preliminary prospectus, any Prospectus or form of prospectus, contained therein or any amendment or supplement thereto, or any omission or the alleged omission to state therein a any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under in which they were made, not misleading misleading, in each case to the extent, but only to the extent, that such untrue statement or omission or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained was so made solely in or omitted from any reliance upon and in substantial conformity with written information so furnished in writing by such Holder to the Issuers and the Guarantors expressly specifically for use in any Registration Statementthe preparation thereof; provided, preliminary prospectushowever, Prospectus or form of prospectus, or any amendment or supplement thereto. In no event shall that the liability of any selling Holder pursuant to this subsection (ii) shall be greater in limited to an amount than not to exceed the net proceeds received by such Holder's Maximum Contribution Amount (as defined below)Holder pursuant to the Registration Statement which gives rise to such obligation to indemnify.

Indemnification by Holders of Registrable Securities. In connection with any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, in which a Each Selling Holder is participating, such Holder shall furnish to the Issuers and the Guarantors in writing such information as the Issuers and the Guarantors reasonably request for use in connection with any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, any amendment or supplement thereto, and shallagrees, severally and but not jointly, without limitation as to time, indemnify and hold harmless the Issuers and the GuarantorsCompany, their respective members, managersits officers, directors, officers, and agents and employeeseach Person, each controlling person if any, who controls the Company within the meaning of either Section 15 of the Issuers Securities Act or any Section 20 of the Guarantors Exchange Act and each of their respective Representatives to the memberssame extent as the foregoing indemnity from the Company to such Selling Holder pursuant to Section 2.8, managers, directors, officers, agents but only with respect to (a) written information relating to such Selling Holder included in reliance upon and in conformity with information furnished in writing by such Selling Holder or employees on such Selling Holder’s behalf for use in any registration statement or prospectus relating to the Registrable Securities of such controlling persons, to the fullest extent lawful, from and against any and all Losses, as incurred, arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any such Registration Statement, preliminary prospectus, Prospectus or form of prospectusSelling Holder, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading to the extent, but only to the extent, that such preliminary prospectus and (b) any untrue statement or alleged untrue statement of a material fact or material omission contained in any registration statement or prospectus relating to such Registrable Securities (i) that such Selling Holder knew to be untrue or knew to be an omission or alleged that such Selling Holder reasonably should have known to be untrue or reasonably should have known to be an omission of a material fact is contained and (ii) which the Company did not know to be untrue or did not know to be an omission. Notwithstanding the foregoing, in or omitted from any information so furnished in writing by such Holder to the Issuers and the Guarantors expressly for use in any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto. In no event shall will the liability of a Selling Holder under this Section 2.9 or Section 2.11 or otherwise hereunder exceed the net proceeds actually received by such Selling Holder from the sale of its Registrable Securities hereunder. This indemnity shall be in addition to any selling liability each Selling Holder be greater in amount than such Holder's Maximum Contribution Amount (as defined below)may otherwise have.

Indemnification by Holders of Registrable Securities. In connection with any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, Statement in which a Holder is participatingincludes Registrable Securities, such Holder shall furnish agrees to the Issuers and the Guarantors in writing such information as the Issuers and the Guarantors reasonably request for use in connection with any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, any amendment or supplement thereto, and shall, severally and not jointly, without limitation as to time, indemnify and hold harmless the Issuers and the Guarantors, their respective members, managers, directors, officers, agents and employees, each controlling person of the Issuers or any of the Guarantors and the members, managers, directors, officers, agents or employees of such controlling personsindemnify, to the fullest extent lawfulpermitted by law, individually and not jointly and severally, the Company, each other Holder which includes Registrable Securities in such Registration Statement, their respective directors, officers, employees, attorneys, accountants, agents, representatives and each Person who controls the Company and such Holders (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) (collectively, “Company/Holder Indemnitees”), from and against any and all Losses, as incurred, Losses arising out of or based upon on any untrue statement (or alleged untrue statement statement) of a material fact contained in any such Registration Statement, preliminary prospectus, Prospectus or form of prospectusProspectus, or any amendment or supplement theretoother offering document, or any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of any Prospectus, in the light of the circumstances under which they were made) not misleading, not misleading and will reimburse the Company and each Holder Indemnitee for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement of a material fact statement) or omission (or alleged omission of a material fact omission) is contained made in such Registration Statement, Prospectus, or omitted from any other offering document in reliance upon and in conformity with written information so furnished in writing to the Company by such Holder to the Issuers and the Guarantors expressly for use inclusion in any such Registration Statement, preliminary prospectus, Prospectus or form of prospectusProspectus, or other offering document; provided, however, that the obligations of such Holder hereunder shall not apply to amounts paid in settlement of any amendment such claims, losses, damages or supplement thereto. In no event 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 any selling each Holder hereunder shall be greater limited to the net proceeds received by such Holder from the sale of 19 19572323.8 Execution Version Exhibit 4.1 Registrable Securities giving rise to such indemnification obligation. Furthermore, in amount than connection with an Underwritten Offering, each Holder shall provide customary indemnification to the underwriters, their officers and directors and each Person who controls such Holder's Maximum Contribution Amount underwriters (as defined belowwithin the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act).. (c)

Indemnification by Holders of Registrable Securities. In connection with any Registration StatementTo the extent permitted by law, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, in which a Holder is participating, such Holder shall furnish to the Issuers and the Guarantors in writing such information as the Issuers and the Guarantors reasonably request for use in connection with any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, any amendment or supplement thereto, and shall, severally and not jointly, without limitation as to time, each Shareholder will indemnify and hold harmless the Issuers Company and its Indemnitees against any losses, claims, damages, liabilities, joint or several, to which the Guarantors, their respective members, managers, directors, officers, agents and employees, each controlling person of the Issuers Company or any of such Indemnitee may become subject under the Guarantors and the membersSecurities Act or otherwise, managersinsofar as such losses, directorsclaims, officersdamages or liabilities (or actions or proceedings, agents whether commenced or employees of such controlling personsthreatened, to the fullest extent lawful, from and against any and all Losses, as incurred, arising in respect thereof) arise out of or are based upon (a) any untrue or alleged untrue statement of a material fact contained in any such Registration Statementthe registration statement, prospectus or preliminary prospectus, Prospectus or form of prospectus, prospectus or any amendment thereof or supplement thereto, in each case with respect to a Demand Registration effected in accordance herewith, or (b) any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading to the extentmisleading, but only to the extent, extent that such untrue statement (or alleged untrue statement of a material fact statement) or omission (or alleged omission of a material fact omission) is contained made in such registration statement, any such prospectus or omitted from any information so furnished in writing by such Holder to the Issuers and the Guarantors expressly for use in any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, prospectus or any amendment or supplement thereto. In no event shall , in reliance upon and in conformity with written information prepared and furnished to the liability Company by such Shareholder expressly for use therein, and such Shareholder will reimburse each of the Company and each such Indemnitee for any selling Holder legal or any other expenses including any amounts paid in any settlement effected with the consent of such Shareholder, which consent will not be greater unreasonably withheld or delayed, incurred by it in connection with investigating or defending any such loss, damage, claim, liability, action or proceeding with respect to which it is entitled to indemnity hereunder; provided, however, that the obligation to indemnify will be individual (and not joint and several) to each Shareholder and will be limited to the net amount than of proceeds received by such Holder's Maximum Contribution Amount (as defined below)Shareholder from the sale of Registrable Securities pursuant to such registration statement, less any other amounts paid by such Shareholder in respect of such untrue statement, alleged untrue statement, omission or alleged omission.

Indemnification by Holders of Registrable Securities. In connection with any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, Statement in which a Holder of Registrable Securities is participating, each such Holder shall will furnish to the Issuers and the Guarantors Newport in writing such information and affidavits as the Issuers and the Guarantors Newport reasonably request requests for use in connection with any such Registration Statement, preliminary prospectus, Statement or Prospectus or form of prospectus, any amendment or supplement thereto, and shall, severally and not jointly, without limitation as to time, shall indemnify and hold harmless harmless, to the Issuers and the Guarantorsfull extent permitted by law, their respective membersbut without duplication, managersNewport, its officers, directors, officersstockholders, agents and employees, advisors and agents, and each controlling person Person who controls Newport (within the meaning of the Issuers or Securities Act), against all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and reasonable legal fees and expenses) resulting from any of the Guarantors and the members, managers, directors, officers, agents or employees of such controlling persons, to the fullest extent lawful, from and against any and all Losses, as incurred, arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement theretoin, or any omission or alleged omission to state therein of a material fact required to be stated therein in, any Registration Statement or Prospectus or necessary to make the statements therein, therein (in the case of a Prospectus in light of the circumstances under which they were made) not misleading, not misleading to the extent, but only to the extent, that such untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information or affidavit so furnished in writing by such Holder to the Issuers and the Guarantors expressly Newport specifically for use in any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement theretoinclusion therein. In no event shall will the liability of any selling Holder hereunder be greater in amount than the dollar amount of the proceeds received by such Holder's Maximum Contribution Amount Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. Holders of Registrable Securities shall also indemnify Newport and hold harmless, to the full extent permitted by law, but without duplication, Newport, its officers, directors, employees, advisors and agents, and each Person who controls Newport (as defined belowwithin the meaning of the Securities Act), against all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and reasonable legal fees and expenses) resulting from any violations or alleged violations by Holders of Registrable Securities of Regulation M under the Exchange Act.

Indemnification by Holders of Registrable Securities. In connection with any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, registration statement in which a Holder holder of Registrable Securities is participating, each such Holder shall holder will furnish to the Issuers and the Guarantors Issuer in writing such information and affidavits as the Issuers and the Guarantors Issuer reasonably request requests for use in connection with any such Registration Statementregistration statement or prospectus and, preliminary prospectusto the extent permitted by law, Prospectus or form of prospectus, any amendment or supplement thereto, and shall, severally and not jointly, without limitation as to time, will indemnify and hold harmless the Issuers Issuer and its Indemnitees against any losses, claims, damages, liabilities, joint or several, to which the Guarantors, their respective members, managers, directors, officers, agents and employees, each controlling person of the Issuers Issuer or any of such Indemnitee may become subject under the Guarantors and the membersSecurities Act or otherwise, managersinsofar as such losses, directorsclaims, officersdamages or liabilities (or actions or proceedings, agents whether commenced or employees of such controlling personsthreatened, to the fullest extent lawful, from and against any and all Losses, as incurred, arising in respect thereof) arise out of or are based upon (a) any untrue or alleged untrue statement of a material fact contained in any such Registration Statementthe registration statement, prospectus or preliminary prospectus, Prospectus or form of prospectus, prospectus or any amendment thereof or supplement theretothereto or in any application, together with any documents incorporated therein by reference or (b) any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading to the extentmisleading, but only to the extent, extent that such untrue statement (or alleged untrue statement of a material fact statement) or omission (or alleged omission of a material fact omission) is contained made in such registration statement, any such prospectus or omitted from any information so furnished in writing by such Holder to the Issuers and the Guarantors expressly for use in any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, prospectus or any amendment or supplement thereto. In no event shall , or in any application, in reliance upon and in conformity with written information prepared and furnished to the liability Issuer by such holder expressly for use therein, and such holder will reimburse the Issuer and each such Indemnitee for any legal or any other expenses including any amounts paid in any settlement effected with the consent of such holder, which consent will not be unreasonably withheld or delayed, incurred by them in connection with investigating or defending any selling Holder such loss, claim, liability, action or proceeding; provided, however, that the obligation to indemnify will be greater individual (and not joint and several) to each holder and will be limited to the net amount of proceeds received by such holder from the sale of Registrable Securities pursuant to such registration statement, less any other amounts paid by such holder in amount than respect of such Holder's Maximum Contribution Amount (as defined below)untrue statement, alleged untrue statement, omission or alleged omission.

Indemnification by Holders of Registrable Securities. In connection with any Registration Statement, preliminary prospectus, Prospectus or form Each selling holder of prospectus, or any amendment or supplement thereto, in which a Holder is participating, such Holder shall furnish to the Issuers and the Guarantors in writing such information as the Issuers and the Guarantors reasonably request for use in connection with any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, any amendment or supplement thereto, and shall, Registrable Securities will severally and not jointly, without limitation as in the event that any registration is being effected under the Securities Act pursuant to timethis Agreement of any Registrable Securities held by such selling holder, indemnify and hold harmless to the Issuers and fullest extent permitted by applicable law the GuarantorsCompany, their respective members, managers, each of its directors, officers, employees, and agents and employees, each controlling person Person who controls the Company within the meaning of the Issuers or any of the Guarantors and the membersSecurities Act, managers, directors, officers, agents or employees of such controlling persons, to the fullest extent lawful, from and against any losses, claims, judgments, damages, liabilities, or expenses (including reasonable costs of investigation and all Losseslegal expenses) whether joint or several, insofar as incurredsuch losses, arising claims, damages, liabilities, or expenses (or actions or proceedings in respect thereof, whether or not such indemnified party is a party thereto) arise out of or are based upon (1) any untrue statement or alleged allegedly untrue statement of 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 summary Prospectus contained in the Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement theretoto the Registration Statement, or arise out of or are based upon any omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, statement therein not misleading to the extent, but extent and only to the extent, extent that such untrue the statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained was made in or omitted from any reliance upon and in conformity with information so furnished in writing to the Company by such Holder to the Issuers and the Guarantors selling holder expressly for use therein, and shall reimburse the Company, 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 connection with investigation or defending any Registration Statementsuch loss, preliminary prospectusclaim, Prospectus damage, liability or form action. Each selling holder’s indemnification obligations hereunder shall be several and not joint and shall be limited to the amount of prospectus, any net proceeds actually received by such selling holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any amendment or supplement thereto. In no event shall the liability of any selling Holder be greater in amount than such Holder's Maximum Contribution Amount (as defined below)indemnified party.

Indemnification by Holders of Registrable Securities. In connection with any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, Statement in which a Holder is participating, each such Holder shall will furnish to the Issuers and the Guarantors Company in writing such information with respect to the name and address of such Holder and such other information as the Issuers and the Guarantors may be reasonably request required for use in connection with any such Registration Statement, preliminary prospectus, Statement or Prospectus or form of prospectus, any amendment or supplement thereto, and shall, severally and not jointly, without limitation as agrees to time, indemnify and hold harmless the Issuers and the Guarantors, their respective members, managers, directors, officers, agents and employees, each controlling person of the Issuers or any of the Guarantors and the members, managers, directors, officers, agents or employees of such controlling personsindemnity, to the fullest full extent lawfulpermitted by law, from the Company, its directors and officers and each Person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and all Losses, as incurred, arising out of or based upon expenses resulting from any untrue or alleged untrue statement of a material fact contained in any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, or any omission or alleged omission to state therein of a material fact required to be stated therein in the Registration Statement or Prospectus or any amendment thereof or supplement thereto or necessary to make the statements thereintherein not misleading, in the light of the circumstances under which they were made, not misleading to the extent, but only to the extent, that such untrue statement or alleged untrue statement of a material fact is contained in or such omission or alleged omission of a material fact is contained in or omitted from relates to any information with respect to such Holder so furnished in writing by such Holder specifically for inclusion in any Prospectus or Registration Statement; PROVIDED, HOWEVER, that such Holder shall not be liable in any such case to the Issuers and extent that prior to the Guarantors filing of any such Registration Statement or Prospectus or amendment thereof or supplement thereto, such Holder has furnished in writing to the Company information expressly for use in any such Registration Statement, preliminary prospectus, Statement or Prospectus or form of prospectus, or any amendment thereof or supplement theretothereto which corrected or made not misleading information previously furnished to the Company. In no event shall the liability of any selling Selling Holder hereunder be greater in amount than the dollar amount of the proceeds received by such Holder's Maximum Contribution Amount (as defined below)Selling Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Holders of Registrable Securities. In connection with any Registration Statement, preliminary prospectus, Prospectus or form Each selling holder of prospectus, or any amendment or supplement thereto, in which a Holder is participating, such Holder shall furnish to the Issuers and the Guarantors in writing such information as the Issuers and the Guarantors reasonably request for use in connection with any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, any amendment or supplement thereto, and shall, Registrable Securities will severally and not jointly, without limitation as in the event that any registration is being effected under the Securities Act pursuant to timethis Agreement of any Registrable Securities held by such selling holder, indemnify and hold harmless to the Issuers and fullest extent permitted by applicable law the GuarantorsCompany, their respective members, managers, each of its directors, officers, employees, and agents and employees, each controlling person Person who controls the Company within the meaning of the Issuers or any of the Guarantors and the membersSecurities Act, managers, directors, officers, agents or employees of such controlling persons, to the fullest extent lawful, from and against any losses, claims, judgments, damages, liabilities, or expenses (including reasonable costs of investigation and all Losseslegal expenses) whether joint or several, insofar as incurredsuch losses, arising claims, damages, liabilities, or expenses (or actions or proceedings in respect thereof, whether or not such indemnified party is a party thereto) arise out of or are based upon any untrue statement or alleged allegedly untrue statement of 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 summary Prospectus contained in the Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement theretoto the Registration Statement, or arise out of or are based upon any omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, statement therein not misleading to the extent, but extent and only to the extent, extent that such untrue the statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained was made in or omitted from any reliance upon and in conformity with information so furnished in writing to the Company by such Holder to the Issuers and the Guarantors selling holder expressly for use therein, and shall reimburse the Company, 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 connection with investigation or defending any Registration Statementsuch loss, preliminary prospectusclaim, Prospectus damage, liability or form action. Each selling holder’s indemnification obligations hereunder shall be several and not joint and shall be limited to the amount of prospectus, any net proceeds actually received by such selling holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any amendment or supplement thereto. In no event shall the liability of any selling Holder be greater in amount than such Holder's Maximum Contribution Amount (as defined below)indemnified party.

Indemnification by Holders of Registrable Securities. In connection with any Registration Statement, preliminary prospectus, Prospectus or form Each selling holder of prospectus, or any amendment or supplement thereto, in which a Holder is participating, such Holder shall furnish to the Issuers and the Guarantors in writing such information as the Issuers and the Guarantors reasonably request for use in connection with any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, any amendment or supplement thereto, and shall, Registrable Securities will severally and not jointly, without limitation as in the event that any registration is being effected under the Securities Act pursuant to timethis Agreement of any Registrable Securities held by such selling holder, indemnify and hold harmless to the Issuers and fullest extent permitted by law the GuarantorsCompany, their respective members, managers, each of its directors, officers, employees, and agents and employees, each controlling person Person who controls the Company within the meaning of the Issuers or any of the Guarantors and the membersSecurities Act, managers, directors, officers, agents or employees of such controlling persons, to the fullest extent lawful, from and against any losses, claims, judgments, damages, liabilities, or expenses (including reasonable costs of investigation and all Losseslegal expenses) whether joint or several, insofar as incurredsuch losses, arising claims, damages, liabilities, or expenses (or actions or proceedings in respect thereof, whether or not such indemnified party is a party thereto) arise out of or are based upon any untrue statement or alleged allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registration StatementRegistrable Securities was registered under the Securities Act, any preliminary prospectus, Prospectus final prospectus, or form of 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 omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereinstatement therein not misleading, in the light of the circumstances under which they were made, not misleading to the extent, but extent and only to the extent, extent that such untrue the statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained was made in or omitted from any reliance upon and in conformity with information so furnished in writing to the Company by such Holder to the Issuers and the Guarantors selling holder expressly for use therein, and shall reimburse the Company, 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 connection with investigation or defending any Registration Statementsuch loss, preliminary prospectusclaim, Prospectus damage, liability or form action. Each selling holder's indemnification obligations hereunder shall be several and not joint and shall be limited to the amount of prospectus, any net proceeds actually received by such selling holder. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any amendment or supplement thereto. In no event shall the liability of any selling Holder be greater in amount than such Holder's Maximum Contribution Amount (as defined below)indemnified party.

Indemnification by Holders of Registrable Securities. In connection with any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, Statement in which a Holder of Registrable Securities is participating, each such Holder shall furnish to the Issuers and the Guarantors Company in writing such information and affidavits with respect to such Holder as the Issuers and the Guarantors Company reasonably request requests for use in connection with any such Registration Statement, preliminary prospectus, Prospectus Statement or form of prospectus, any amendment or supplement theretoProspectus, and shall, severally and not jointly, without limitation as to time, shall indemnify and hold harmless harmless, to the Issuers and full extent permitted by law, but without duplication, the GuarantorsCompany, their respective members, managersits officers, directors, officersshareholders, agents and employees, advisors, representatives and agents, and each controlling person Person who controls the Company or such other Persons (within the meaning of the Issuers Securities Act) and any investment advisor thereof or any of the Guarantors and the membersagent therefor, managers, directors, officers, agents or employees of such controlling persons, to the fullest extent lawful, from and against any losses, claims, damages, liabilities and all Losses, as incurred, expenses (including reasonable costs of investigation and reasonable legal fees and expenses) arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement theretoin, or any omission or alleged omission to state therein of a material fact required to be stated therein in, the Registration Statement or any Prospectus, or necessary to make the statements thereintherein (in the case of a Prospectus, in the light of the circumstances under which they were made) not misleading, not misleading in each case to the extent, but only to the extent, that such the same arises out of or is based upon an untrue statement or alleged untrue statement of a material fact or an omission or alleged omission of to state a material fact is contained in such Registration Statement or omitted Prospectus, as the case may be, made or omitted, as the case may be, in reliance upon and in conformity with written information furnished to the Company by such Holder expressly for use therein. The Company shall be entitled to receive indemnities from any underwriters, selling brokers, dealer managers and similar securities industries professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by such Holder Persons specifically for inclusion in any Prospectus or Registration Statement. Notwithstanding any other provision hereof to the Issuers and the Guarantors expressly for use contrary, in any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto. In no event shall the liability of any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the net proceeds actually received by such Holder's Maximum Contribution Amount (as defined below)Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Holders of Registrable Securities. In connection Each selling Holder shall, with respect to any Registration Statement, preliminary prospectus, Prospectus or form Statement under which the sale of prospectus, or any amendment or supplement thereto, in which a Holder is participating, such Holder shall furnish to its Registrable Securities was registered under the Issuers and the Guarantors in writing such information as the Issuers and the Guarantors reasonably request for use in connection with any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, any amendment or supplement thereto, and shall, severally and not jointly, without limitation as to timeSecurities Act, indemnify and hold harmless the Issuers Company, each of its directors and officers, and, in the Guarantorscase of an underwritten offering pursuant to this Agreement, their respective each Underwriter, its partners, members, managers, directors, officersofficers and affiliates and each other person, agents and employeesif any, each controlling person who controls (within the meaning of Section 15 of the Issuers Securities Act or any Section 20 of the Guarantors and Exchange Act) the membersCompany or Underwriter, managersas applicable, directors, officers, agents or employees of such controlling persons, to the fullest extent lawful, from and against any and all Lossescosts, expenses, losses, claims, actions, judgments, damages or liabilities, whether joint or several, insofar as incurredsuch costs, arising expenses, losses, claims, actions, judgments, damages or liabilities arise out of or are based upon any untrue statement (or alleged allegedly untrue statement statement) of a material fact contained in any Registration Statement under which the sale of such Registration StatementRegistrable Securities was registered under the Securities Act, any related preliminary prospectus, Prospectus or form of prospectusfinal Prospectus, or any amendment or supplement theretoto such Registration Statement or Prospectus, or arise out of or are based upon any omission (or the alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements thereinstatement therein not misleading, in if the light of the circumstances under which they were made, not misleading to the extent, but only to the extent, that such untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained was made in or omitted from any reliance upon and in conformity with information so furnished in writing to the Company by such selling Holder to the Issuers and the Guarantors expressly for use in any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement theretotherein. In no event Each selling Holder’s indemnification obligations hereunder shall be several and not joint and shall be limited to the liability amount of any net proceeds actually received by such selling Holder be greater in amount than from the sale of Registrable Securities which gave rise to such Holder's Maximum Contribution Amount (as defined below)indemnification obligation.

Indemnification by Holders of Registrable Securities. In connection with any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, Statement in which a Holder holder of Registrable Securities is participating, such Holder shall holder of Registrable Securities will furnish to the Issuers and the Guarantors Company in writing such information as the Issuers and the Guarantors Company reasonably request requests for use in connection with any such Registration StatementStatement or Prospectus and will severally indemnify, preliminary prospectusto the fullest extent permitted by law, Prospectus or form of prospectusthe Company, any amendment or supplement thereto, its directors and shall, severally and not jointly, without limitation as to time, indemnify and hold harmless the Issuers and the Guarantors, their respective members, managers, directors, officers, agents and employees, each controlling person who controls the Company (within the meaning of Section 15 of the Issuers or any Securities Act and Section 20 of the Guarantors Exchange Act), and the members, managers, directors, officers, agents or employees of such controlling persons, to the fullest extent lawful, from and against any and all Losses, as incurred, Losses arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained in any such Registration Statement, preliminary prospectus, Prospectus or form preliminary prospectus or arising out of prospectus, or any amendment or supplement thereto, or based upon any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements thereintherein not misleading, in the light of the circumstances under which they were made, not misleading to the extent, but only to the extent, that such untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information so furnished in writing by such Holder holder to the Issuers and the Guarantors Company expressly for use in any such Registration Statement or Prospectus and was relied upon by the Company in the preparation of such Registration Statement, preliminary prospectus, Prospectus or form preliminary prospectus and (ii) the failure of prospectus, such holder of Registrable Securities to deliver such Prospectus as so amended or any amendment supplemented prior to or supplement theretoconcurrently with the sale of a Registrable Security to the person asserting the claim from which such Losses arise. In no event shall will the liability of any selling Holder holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds (net of payment of all expenses and underwriter's discounts and commissions) received by such Holder's Maximum Contribution Amount (as defined below)holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Holders of Registrable Securities. In connection with any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, in which a Holder is participatingparticipat­ing, such Holder shall furnish to the Issuers Company and the Guarantors in writing such information as the Issuers Company and the Guarantors reasonably request for use in connection connec­tion with any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, any amendment or supplement thereto, and shall, severally and not jointly, without limitation as to time, indemnify and hold harmless the Issuers Company and the Guarantors, their respective members, managers, directors, officers, agents and employees, each controlling person of the Issuers Company or any of the Guarantors and the members, managers, directors, officers, agents or employees of such controlling persons, to the fullest extent lawful, from and against any and all Losses, as incurred, arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading to the extent, but only to the extent, that such untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information so furnished in writing by such Holder to the Issuers Company and the Guarantors expressly for use in any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto. In no event shall the liability of any selling Holder be greater in amount than such Holder's ’s Maximum Contribution Contribu­tion Amount (as defined below).

Indemnification by Holders of Registrable Securities. In connection with any Registration Statement, preliminary prospectus, Prospectus or form of prospectus (including, without limitation any “issuer free writing prospectus” as defined in Rule 433), or any amendment or supplement thereto, in which a Holder is participatingparticipat­ing, such Holder shall furnish to the Issuers and the Guarantors in writing such information as the Issuers and the Guarantors reasonably request for use in connection connec­tion with any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus (including, without limitation any “issuer free writing prospectus” as defined in Rule 433), any amendment or supplement thereto, and shall, severally and not jointly, without limitation as to time, indemnify and hold harmless the Issuers and the Guarantors, their respective members, managers, directors, officers, agents and employees, each controlling person of the Issuers or any of the Guarantors and the members, managers, directors, officers, partners, representatives, agents or employees of such controlling persons, to the fullest extent lawful, from and against any and all Losses, as incurred, arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus (including, without limitation any “issuer free writing prospectus” as defined in Rule 433), or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading to the extent, but only to the extent, that such untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information so furnished in writing by such Holder to the Issuers and the Guarantors expressly for use in any Registration Statement, preliminary prospectus, Prospectus or form of prospectus (including, without limitation any “issuer free writing prospectus” as defined in Rule 433), or any amendment or supplement thereto. In no event shall the liability of any selling Holder be greater in amount than such Holder's ’s Maximum Contribution Contribu­tion Amount (as defined below).

Indemnification by Holders of Registrable Securities. In connection Each Selling Holder agrees, severally but not jointly, to indemnify and hold harmless the Company, its officers, directors 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 of their respective Representatives to the same extent as the foregoing indemnity from the Company to such Selling Holder pursuant to Section 2.8, but only with respect to (a) written information relating to such Selling Holder included in reliance upon and in conformity with information furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly for use in any Registration Statement, preliminary prospectus, Prospectus registration statement or form prospectus relating to the Registrable Securities of prospectussuch Selling Holder, or any amendment or supplement thereto, in which a Holder is participating, such Holder shall furnish to the Issuers and the Guarantors in writing such information as the Issuers and the Guarantors reasonably request for use in connection with any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, any amendment or supplement thereto, and shall, severally and not jointly, without limitation as to time, indemnify and hold harmless the Issuers and the Guarantors, their respective members, managers, directors, officers, agents and employees, each controlling person of the Issuers or any of the Guarantors preliminary prospectus and the members, managers, directors, officers, agents or employees of such controlling persons, to the fullest extent lawful, from and against any and all Losses, as incurred, arising out of or based upon (b) any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to such Registration Statement, preliminary prospectus, Prospectus or form of prospectusRegistrable Securities, or any amendment or supplement thereto, or any preliminary prospectus, or that arise out of or are 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, in the light of the circumstances under which they were made, not misleading to the extent, but only to the extent, and (i) that such Selling Holder knew to be untrue statement or alleged untrue statement of a material fact or knew to be an omission or alleged that such Selling Holder reasonably should have known to be untrue or reasonably should have known to be an omission of a material fact is contained and (ii) which the Company did not know to be untrue or did not know to be an omission. Notwithstanding the foregoing, in or omitted from any information so furnished in writing by such Holder to the Issuers and the Guarantors expressly for use in any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto. In no event shall will the liability of a Selling Holder under this Section 2.9 or Section 2.11 or otherwise hereunder exceed the net proceeds actually received by such Selling Holder from the sale of its Registrable Securities hereunder. This indemnity shall be in addition to any selling liability each Selling Holder be greater in amount than such Holder's Maximum Contribution Amount (as defined below)may otherwise have.

Indemnification by Holders of Registrable Securities. In connection with any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, Statement in which a Holder is participatingincludes Registrable Securities, such Holder shall furnish agrees to the Issuers and the Guarantors in writing such information as the Issuers and the Guarantors reasonably request for use in connection with any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, any amendment or supplement thereto, and shall, severally and not jointly, without limitation as to time, indemnify and hold harmless the Issuers and the Guarantors, their respective members, managers, directors, officers, agents and employees, each controlling person of the Issuers or any of the Guarantors and the members, managers, directors, officers, agents or employees of such controlling personsindemnify, to the fullest extent lawfulpermitted by law, individually and not jointly and severally, the Company, each other Holder which includes Registrable Securities in such Registration Statement, their respective directors, officers, employees, attorneys, accountants, agents, representatives and each Person who controls the Company and such Holders (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) (collectively, “Company/Holder Indemnitees”), from and against any and all Losses, as incurred, Losses arising out of or based upon on any untrue statement (or alleged untrue statement statement) of a material fact contained in any such Registration Statement, preliminary prospectus, Prospectus or form of prospectusProspectus, or any amendment or supplement theretoother offering document, or any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of any Prospectus, in the light of the circumstances under which they were made) not misleading, not misleading and will reimburse the Company and each Holder Indemnitee for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement of a material fact statement) or omission (or alleged omission of a material fact omission) is contained made in such Registration Statement, Prospectus, or omitted from any other offering document in reliance upon and in conformity with written information so furnished in writing to the Company by such Holder to the Issuers and the Guarantors expressly for use inclusion in any such Registration Statement, preliminary prospectus, Prospectus or form of prospectusProspectus, or other offering document; provided, however, that the obligations of such Holder hereunder shall not apply to amounts paid in settlement of any amendment such claims, losses, damages or supplement thereto. In no event 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 any selling each Holder hereunder shall be greater limited to the net proceeds received by such Holder from the sale of Registrable Securities giving rise to such indemnification obligation. Furthermore, in amount than connection with an Underwritten Offering, each Holder shall provide customary indemnification to the underwriters, their officers and directors and each Person who controls such Holder's Maximum Contribution Amount underwriters (as defined belowwithin the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act).

Indemnification by Holders of Registrable Securities. In connection with any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, registration statement in which a Holder holder of Registrable Securities is participating, each such Holder shall holder will furnish to the Issuers and the Guarantors Company in writing such information and affidavits as the Issuers and the Guarantors Company reasonably request requests for use in connection with any such Registration Statementregistration statement or prospectus and, preliminary prospectusto the extent permitted by law, Prospectus or form of prospectus, any amendment or supplement thereto, and shall, severally and not jointly, without limitation as to time, will indemnify and hold harmless the Issuers Company and its Indemnitees against any losses, claims, damages, liabilities, joint or several, to which the Guarantors, their respective members, managers, directors, officers, agents and employees, each controlling person of the Issuers Company or any of such Indemnitee may become subject under the Guarantors and the membersSecurities Act or otherwise, managersinsofar as such losses, directorsclaims, officersdamages or liabilities (or actions or proceedings, agents whether commenced or employees of such controlling personsthreatened, to the fullest extent lawful, from and against any and all Losses, as incurred, arising in respect thereof) arise out of or are based upon (a) any untrue or alleged untrue statement of a material fact contained in any such Registration Statementthe registration statement, prospectus or preliminary prospectus, Prospectus or form of prospectus, prospectus or any amendment thereof or supplement theretothereto or in any application, together with any documents incorporated therein by reference or (b) any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading to the extentmisleading, but only to the extent, extent that such untrue statement (or alleged untrue statement of a material fact statement) or omission (or alleged omission of a material fact omission) is contained made in such registration statement, any such prospectus or omitted from any information so furnished in writing by such Holder to the Issuers and the Guarantors expressly for use in any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, prospectus or any amendment or supplement thereto. In no event shall , or in any application, in reliance upon and in conformity with written information prepared and furnished to the liability Company by such holder expressly for use therein, and such holder will reimburse the Company and each such Indemnitee for any legal or any other expenses including any amounts paid in any settlement effected with the consent of such holder, which consent will not be unreasonably withheld or delayed, incurred by them in connection with investigating or defending any selling Holder such loss, claim, liability, action or proceeding; provided, however, that the obligation to indemnify will be greater individual (and not joint and several) to each holder and will be limited to the net amount of proceeds received by such holder from the sale of Registrable Securities pursuant to such registration statement, less any other amounts paid by such holder in amount than respect of such Holder's Maximum Contribution Amount (as defined below)untrue statement, alleged untrue statement, omission or alleged omission.

Indemnification by Holders of Registrable Securities. In connection with any Registration Statementregistration statement in Registrable Securities are being offered, preliminary prospectus, Prospectus or form each holder of prospectus, or any amendment or supplement thereto, in which a Holder is participating, such Holder shall Registrable Securities being offered will furnish to the Issuers and the Guarantors Company in writing such information relating to such holder or its Registrable Securities as the Issuers and the Guarantors Company reasonably request requests for use in connection with any such Registration Statementregistration statement or prospectus and, preliminary prospectusto the fullest extent permitted by law, Prospectus or form of prospectus, any amendment or supplement thereto, and shall, severally and not jointly, without limitation as to time, will indemnify and hold harmless the Issuers Company and its Indemnitees against any losses, claims, damages, liabilities and expenses to which the Guarantors, their respective members, managers, directors, officers, agents and employees, each controlling person of the Issuers Company or any of such Indemnitee may become subject under the Guarantors Securities Act or otherwise, insofar as such losses, claims, damages, liabilities and the membersexpenses (or actions or proceedings, managerswhether commenced or threatened, directorsin respect thereof) arise out of, officers, agents result from or employees of such controlling persons, to the fullest extent lawful, from and against any and all Losses, as incurred, arising out of or are based upon (a) any untrue or alleged untrue statement of a material fact contained in any such Registration Statementthe registration statement, prospectus or preliminary prospectus, Prospectus or form of prospectus, prospectus or any amendment thereof or supplement theretothereto or in any application, together with any documents incorporated therein by reference or (b) any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading to the extentmisleading, but only to the extent, extent that such untrue statement (or alleged untrue statement of a material fact statement) or omission (or alleged omission of a material fact omission) is contained made in such registration statement, any such prospectus or omitted from any information so furnished in writing by such Holder to the Issuers and the Guarantors expressly for use in any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, prospectus or any amendment or supplement thereto. In no event shall , or in any application, in reliance upon and in conformity with written information relating to such holder or its Registrable Securities furnished to the liability Company by such holder expressly for use therein, and such holder will reimburse the Company and each such Indemnitee for any legal or any other expenses including any amounts paid in any settlement effected with the consent of such holder, which consent will not be unreasonably withheld or delayed, incurred by them in connection with investigating or defending any selling Holder such loss, claim, liability, action or proceeding; provided, however, that the obligation to indemnify will be greater in individual (and not joint and several) to each holder and will be limited to the net amount than of proceeds received by such Holder's Maximum Contribution Amount (as defined below)holder from the sale of Registrable Securities pursuant to such registration statement.

Indemnification by Holders of Registrable Securities. In connection with any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, Statement in which a Holder of Registrable Securities is participating, each such Holder shall will furnish to the Issuers and the Guarantors Buyer in writing such information and affidavits as the Issuers and the Guarantors Buyer reasonably request requests for use in connection with any such Registration Statement, preliminary prospectus, Statement or Prospectus or form of prospectus, any amendment or supplement thereto, and shall, severally and not jointly, without limitation as to time, shall indemnify and hold harmless harmless, to the Issuers and the Guarantorsfull extent permitted by law, their respective membersbut without duplication, managersBuyer, its officers, directors, officersstockholders, agents and employees, advisors and agents, and each controlling person Person who controls Buyer (within the meaning of the Issuers or Securities Act), against all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and reasonable legal fees and expenses) resulting from any of the Guarantors and the members, managers, directors, officers, agents or employees of such controlling persons, to the fullest extent lawful, from and against any and all Losses, as incurred, arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement theretoin, or any omission or alleged omission to state therein of a material fact required to be stated therein in, any Registration Statement or Prospectus or necessary to make the statements therein, therein (in the case of a Prospectus in light of the circumstances under which they were made) not misleading, not misleading to the extent, but only to the extent, that such untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information or affidavit so furnished in writing by such Holder to the Issuers and the Guarantors expressly Buyer specifically for use in any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement theretoinclusion therein. In no event shall will the liability of any selling Holder hereunder be greater in amount than the dollar amount of the proceeds received by such Holder's Maximum Contribution Amount Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. Holders of Registrable Securities shall also indemnify Buyer and hold harmless, to the full extent permitted by law, but without duplication, Buyer, its officers, directors, employees, advisors and agents, and each Person who controls Buyer (as defined belowwithin the meaning of the Securities Act), against all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and reasonable legal fees and expenses) resulting from any violations or alleged violations by Holders of Registrable Securities of Regulation M under the Exchange Act.

Indemnification by Holders of Registrable Securities. In connection with any Registration Statement, preliminary prospectus, Prospectus or form Each selling Holder of prospectus, or any amendment or supplement thereto, in which a Holder is participating, such Holder shall furnish to the Issuers and the Guarantors in writing such information as the Issuers and the Guarantors reasonably request for use in connection with any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, any amendment or supplement thereto, and shallRegistrable Securities agrees, severally and but not jointly, without limitation as to time, indemnify and hold harmless the Issuers and the GuarantorsCompany, their respective members, managers, its directors, officers, agents and employees, employees and each controlling person who controls the Company (within the meaning of Section 15 of the Issuers or any Securities Act and Section 20 of the Guarantors Exchange Act) and each affiliate of the members, managers, directors, officers, agents or employees Company (within the meaning of such controlling persons, to Rule 405 under the fullest extent lawful, Securities Act) from and against all losses, claims, damages, liabilities and reasonable and documented out-of-pocket expenses (including, without limitation, any reasonable and all Losses, as incurred, arising out of documented attorneys’ fees and expenses incurred in connection with defending or based upon investigating any such action or claim) caused by any untrue or alleged untrue statement of a material fact contained in any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment thereof or supplement thereto, thereto or any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements thereintherein not misleading; provided, in the light of the circumstances under which they were made, not misleading to the extent, but only to the extenthowever, that such Holder will only be liable to the extent that any such losses, claims, damages, liabilities and expenses arises out of or is based upon any untrue statement or alleged allegedly untrue statement of a material fact or omission or alleged omission of a material fact is contained made in such Registration Statement, Prospectus, or omitted from any such amendment or supplement, in reliance upon and in conformity with information so furnished in writing by such Holder to the Issuers and the Guarantors Company, in writing, by a Holder of Registrable Securities, expressly for use in any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement theretotherein. In no event shall the liability of any selling a Holder be greater in amount than the dollar amount of the net proceeds received by such Holder's Maximum Contribution Amount (as defined below)Holder upon the sale of shares of Class A Common Stock giving rise to such indemnification obligation.

Indemnification by Holders of Registrable Securities. In connection with Each Holder shall, by acceptance thereof, indemnify and hold harmless each other Holder, its officers, directors or partners, PhaseCom Del, its directors and officers, each underwriter and each other Holder, if any, who controls PhaseCom Del or such underwriter, against any Registration Statementliability, joint or several, as incurred, to which any such other holder, PhaseCom Del, underwriter or any such director or officer of any such Holder may become subject under the Securities Act or any other statute or at common law, in so far as such liability (or actions in respect thereof) arises out of or is based upon (A) the disposition by such Holder in violation of the provisions of this Section; (B) any statement of any material fact contained in any registration statement under which securities were registered under the Securities Act at the request of such Holder, any preliminary prospectus, Prospectus prospectus or form of prospectusfinal prospectus contained therein, or any amendment or supplement thereto, in which a Holder is participating, such Holder shall furnish to the Issuers and the Guarantors in writing such information as the Issuers and the Guarantors reasonably request for use in connection with ; or (C) any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, any amendment or supplement thereto, and shall, severally and not jointly, without limitation as to time, indemnify and hold harmless the Issuers and the Guarantors, their respective members, managers, directors, officers, agents and employees, each controlling person of the Issuers or any of the Guarantors and the members, managers, directors, officers, agents or employees of such controlling persons, to the fullest extent lawful, from and against any and all Losses, as incurred, arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereintherein not misleading. Notwithstanding the above in this Section 2.f.ii, the indemnification set forth in this Section 2.f.ii shall be given in the light case of the circumstances under which they were made, not misleading clauses (B) and (C) to the extent, but only to the extent, that such untrue statement or alleged untrue statement of a material fact omission was made in such registration statement, preliminary or omission final prospectus, amendment or alleged omission of a material fact is contained supplement thereto in or omitted from any reliance upon and in conformity with written information so furnished in writing to PhaseCom Del by such Holder to the Issuers and the Guarantors expressly stated for use therein. Such Holder shall reimburse PhaseCom Del, such underwriter or such director, officer, other Holder or for any legal fees incurred in investigating or defending any such liability, as incurred; PROVIDED, HOWEVER, that no Holder shall be required to indemnify any Holder against any liability arising from any untrue or misleading statement or omission contained in any Registration Statement, preliminary prospectus, Prospectus prospectus if such deficiency is corrected in the final prospectus or form for any liability which arises out of prospectus, or any amendment or supplement thereto. In no event shall the liability failure of any selling Holder be greater in amount than to deliver a prospectus as required by the Securities Act; and provided further, that the obligations of such Holder for the indemnity hereunder shall not extend to any settlement of claims related thereto without the express written consent of such Holder's Maximum Contribution Amount (as defined below).

Indemnification by Holders of Registrable Securities. In connection with any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, Statement in which a Holder is participatingparticipating and as a condition to such participation, such each Holder shall furnish to the Issuers and the Guarantors in writing such information as the Issuers and the Guarantors reasonably request for use in connection with any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, any amendment or supplement thereto, and shallRegistrable Securities agrees, severally and not jointly, without limitation as to time, indemnify and hold harmless to the Issuers fullest extent permitted by law the Company, and the Guarantors, their respective members, managers, each of its directors, officers, agents and employees, Affiliates, trustees and agents, and each controlling person Person who controls the Company (within the meaning of Section 15 of the Issuers Securities Act or any Section 20(a) of the Guarantors Exchange Act) and each underwriter (if any), and each Person, if any, who controls such underwriter (within the membersmeaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act), managers, directors, officers, agents or employees of such controlling persons, to the fullest extent lawful, from and against any and all Losses, insofar as incurred, arising such Losses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which the sale of such Registration Statement, preliminary prospectusRegistrable Securities was registered under the Securities Act, Prospectus or form of prospectus(including any preliminary Prospectus), or any amendment thereof or supplement thereto, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements statement therein, in the case of the Prospectus in the light of the circumstances under which they were made, not misleading to misleading, if the extent, but only to the extent, that such untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained was made in or omitted from any reliance upon and in conformity with information so furnished in writing to the Company by such Holder to the Issuers and the Guarantors expressly for use therein. Each Holder’s indemnification obligations hereunder shall be several and not joint and shall be limited to the amount of net proceeds actually received by such Holder from sales of Registrable Securities giving rise to such obligations. Such indemnity shall remain in full force and effect regardless of any Registration Statement, preliminary prospectus, Prospectus investigation made by or form on behalf of prospectus, the Company or any amendment or supplement thereto. In no event Indemnified Party and shall survive the liability transfer of such securities by any selling Holder be greater in amount than such Holder's Maximum Contribution Amount (as defined below).

Indemnification by Holders of Registrable Securities. In ---------------------------------------------------- connection with any Registration Statementregistration statement covering Registrable Securities, each Holder any of whose Registrable Securities are covered thereby shall 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 such registration statement, any related prospectus or preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, in which a Holder is participatingand shall indemnify, such Holder shall furnish to the Issuers and full extent permitted by law, the Guarantors in writing such information as Company, the Issuers and the Guarantors reasonably request for use in connection with any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, any amendment or supplement thereto, and shall, severally and not jointly, without limitation as to time, indemnify and hold harmless the Issuers and the Guarantors, their respective members, managers, Company's directors, officers, agents employees and employeesagents, each controlling person Person who controls the Company (within the meaning of the Issuers Securities Act) and any investment adviser thereof or any agent therefor, against all losses, claims, damages, liabilities and expenses (including reasonable costs of the Guarantors investigation and the members, managers, directors, officers, agents or employees of such controlling persons, to the fullest extent lawful, from and against any and all Losses, as incurred, legal expenses) arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any such Registration Statementregistration statement covering any Registrable Securities, any related prospectus or preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, or any omission or alleged omission to state therein in any thereof a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of a prospectus or prospectus supplement, in the light of the circumstances under which they were made) not misleading, not misleading in each case to the extent, but only to the extent, that such the same arises out of or is based upon an untrue statement or alleged untrue statement of a material fact or an omission or alleged omission of to state a material fact is contained in such registration statement or omitted from any information so furnished in writing by such Holder to the Issuers and the Guarantors expressly for use in any Registration Statementrelated prospectus, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto. In supplement, as the case may be, made or omitted, as the case may be, in reliance upon and in conformity with written information furnished to the Company by such Holder expressly for use therein; provided, however, that in no event shall the liability of any -------- ------- Holder for indemnification under this Section 7(b) exceed the proceeds received by such Holder from the sale of Registrable Securities under the applicable registration statement. This indemnity is in addition to any liability that a Holder may otherwise have. Each Holder participating in an offering of Registrable Securities shall, if requested by the managing underwriter or underwriters of such offering, also indemnify any underwriters of such Registrable Securities, selling Holder be greater brokers, dealer managers and similar securities industry professionals participating in amount than the distribution of such Holder's Maximum Contribution Amount Registrable Securities and their officers and directors and each Person who controls such underwriters or other Persons (within the meaning of the Securities Act) to the same extent as defined below)provided above with respect to the indemnification of the Company and other specified Persons.

Indemnification by Holders of Registrable Securities. In connection with any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, in which a Holder Stockholder is participating, each such Holder shall Stockholder will furnish to the Issuers and the Guarantors Company in writing such information with respect to such Stockholder as the Issuers and the Guarantors Company reasonably request requests for use in connection with any such Registration Statement, preliminary prospectus, Statement or Prospectus or form of prospectus, any amendment or supplement thereto, and shallagrees to indemnify, severally and not jointly, without limitation as to timethe full extent permitted by law, indemnify the Company, the directors and hold harmless officers of the Issuers Company signing the Registration Statement and each Person who controls the Company (within the meaning of the Securities Act and the Guarantors, their respective members, managers, directors, officers, agents and employees, each controlling person of the Issuers or any of the Guarantors and the members, managers, directors, officers, agents or employees of such controlling persons, to the fullest extent lawful, from and Exchange Act) against any losses, claims, damages, liabilities and all Losses, as incurred, arising out of or based upon expenses resulting from any untrue or alleged untrue statement of a material fact contained in any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereinin the Registration Statement or Prospectus or preliminary Prospectus (in the case of the Prospectus or any preliminary Prospectus, in the light of the circumstances under which they were made) not misleading, not misleading to the extent, but only to the extent, that such untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information with respect to such Stockholder so furnished in writing by such Holder Stockholder or its representative specifically for inclusion therein; PROVIDED, HOWEVER, that the Stockholder's liability shall be limited to the Issuers proportion of any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of shares sold by such Seller under such Registration Statement bears to the total public offering price of all securities sold thereunder, but shall in no event exceed the net proceeds received by such Stockholder from the sale of shares pursuant to such Registration Statement. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the Guarantors expressly distribution, to the same extent as provided above with respect to information with respect to such Persons or entities so furnished in writing by such Persons or entities or their representatives specifically for use inclusion in any Prospectus or Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto. In no event shall the liability of any selling Holder be greater in amount than such Holder's Maximum Contribution Amount (as defined below).

Indemnification by Holders of Registrable Securities. In connection with Each holder of any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, in which a Holder is participating, such Holder shall furnish to the Issuers and the Guarantors in writing such information as the Issuers and the Guarantors reasonably request for use in connection with any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, any amendment or supplement thereto, and Registrable Securities shall, severally and not jointly, without limitation as to timeby acceptance thereof, indemnify and hold harmless each other holder of any Registrable Securities, the Issuers Corporation, its directors and the Guarantors, their respective members, managers, directors, officers, each above-described underwriter who contracts with the Corporation or its agents and employeeseach other Person, each controlling person of if any, who controls the Issuers Corporation or such underwriter, against any liability, joint or several, to which any such other holder, the Corporation, underwriter or any such director or officer of any such Person may become subject under the Guarantors and the membersSecurities Act or any other statute or at common law, managers, directors, officers, agents if such liability (or employees of such controlling persons, to the fullest extent lawful, from and against any and all Losses, as incurred, arising actions in respect thereof) arises out of or is based upon (i) the disposition by such holder of such Registrable Securities in violation of the provisions of this Section 2.6, (ii) any untrue or alleged untrue statement of a any material fact contained in any registration statement under which securities were registered under the Securities Act at the request of such Registration Statementholder, any preliminary prospectus, Prospectus prospectus or form of prospectusfinal prospectus contained therein, or any amendment or supplement thereto, or (iii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make statement(s) therein not misleading. Notwithstanding any other provision of this Section 2.5(b), the statements therein, indemnification rights set forth in this Section 2.5(b) shall be given in the light case of the circumstances under which they were made, not misleading to the extent, but clause (ii) or (iii) only to the extent, that if such alleged untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information so furnished in writing by such Holder to the Issuers and the Guarantors expressly for use in any Registration Statementregistration statement, preliminary or final prospectus, Prospectus or form of prospectus, or any amendment or supplement theretothereto was made (1) in reliance upon and in conformity with information furnished to the Corporation by such holder expressly stated for use therein, and (2) not based on the authority of an expert as to when the holder had no reasonable ground to believe, and did not believe, that (A) the statements made on the authority of such expert were untrue or (B) there was an omission to state a material fact. In Such holder shall reimburse the Corporation, such underwriter or such director, officer, other Person or other holder for any reasonable legal fees incurred in investigating or defending any such liability; provided, however, that no event holder of Registrable Securities shall be required to indemnify any Person against any liability arising from any untrue or misleading statement or omission contained in any preliminary prospectus if such deficiency was corrected in the final prospectus or for any liability which arises out of the failure of any selling Holder Person to deliver a prospectus as required by the Securities Act; and provided further, that the obligations of such holder of Registrable Securities for the indemnity hereunder shall be greater in limited to an amount than equal to the net proceeds received by such Holder's Maximum Contribution Amount (as defined below)holder of Registrable Securities upon disposition thereof, and shall not extend to any settlement of claims related thereto without the express written consent of such holder of Registrable Securities, which consent shall not be unreasonably withheld.

Indemnification by Holders of Registrable Securities. In connection with any registration statement filed pursuant to this Agreement to effect a Registration, each holder participating in such Registration Statementagrees to (and, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, in which as a Holder is participating, such Holder shall furnish condition precedent to the Issuers and the Guarantors in writing such information as the Issuers and the Guarantors reasonably request for use in connection with any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, any amendment or supplement thereto, and shall, severally and not jointly, without limitation as to time, indemnify and hold harmless the Issuers and the Guarantors, their respective members, managers, directors, officers, agents and employees, each controlling person of the Issuers or any of the Guarantors and the members, managers, directors, officers, agents or employees filing of such controlling personsregistration statement, the Company may require an undertaking satisfactory to it from each such participating holder and from any prospective underwriter therefor agreeing to) indemnify, to the fullest extent lawfulpermitted by law, from the Company and against its officers, directors and agents and each Person who controls (within the meaning of the 1933 Act) the Company or such axxxxx xxainst any and all Losses, as incurred, arising Losses which arise out of or are based upon any untrue or alleged untrue statement of a material fact contained in any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, registration statement 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 or by any untrue or alleged untrue statement of a material fact included in any prospectus or preliminary prospectus or any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading, to the extent, but only to the extent, that such untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information or affidavit with respect to such holder so furnished in writing by such Holder holder or its representatives to the Issuers Company specifically for inclusion in such registration statement or prospectus; provided, however, that no such holder shall be responsible for Losses in excess of the proceeds to be received by such holder from the sale of Registrable Securities covered by such registration statement. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer-managers and similar securities industry professionals participating in the Guarantors expressly distribution, to the same extent as provided above with respect to information with respect to such Persons so furnished in writing by such Persons specifically for use inclusion in any Registration Statement, preliminary prospectus, Prospectus prospectus or form of prospectus, or any amendment or supplement thereto. In no event shall the liability of any selling Holder be greater in amount than such Holder's Maximum Contribution Amount (as defined below)Registration.

Indemnification by Holders of Registrable Securities. In connection with any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, in which a Each Holder is participating, such Holder shall furnish agrees severally but not jointly to the Issuers and the Guarantors in writing such information as the Issuers and the Guarantors reasonably request for use in connection with any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, any amendment or supplement thereto, and shall, severally and not jointly, without limitation as to time, indemnify and hold harmless the Issuers Company and the Guarantors, their its respective members, managers, directors, directors and officers, agents and employeeseach person, each controlling person if any, who controls the Company (within the meaning of either Section 15 of the Issuers Securities Act or any Section 20 of the Guarantors and the members, managers, directors, officers, agents or employees of such controlling persons, to the fullest extent lawful, Exchange Act) from and against any and all Losses, as incurred, Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any such Registration Statement, preliminary prospectus, Statement or Prospectus or form of prospectus, or in any amendment or supplement theretothereto 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 thereintherein not misleading, in the light of the circumstances under which they were made, not misleading to the extentprovided that any such Loss arises out of, but only to the extentor is based upon, that such an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any the information so furnished to the Company in writing by such Holder to the Issuers and the Guarantors or such Holder's representative expressly for use in any such Registration Statement, preliminary prospectus, Statement or Prospectus or form of prospectus, or any amendment or supplement thereto. In no event shall the liability of any selling Holder of Registrable Securities hereunder be greater in excess of the amount than that is the aggregate total of (i) the dollar amount of the proceeds received by such Holder upon the sale of the Registrable Securities pursuant to a Registration Statement giving rise to such indemnification obligation plus (ii) fifty cents for each share of Common Stock that was covered by the Registration Statement giving rise to such Holder's Maximum Contribution Amount indemnification obligation under this Section 6(b) (as defined below)whether issued and outstanding shares of Common Stock or Common Stock that may be issued upon conversion, exercise or exchange of such Holder's Registerable Securities) and was not sold pursuant to such Registration Statement.

Indemnification by Holders of Registrable Securities. In connection with any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, Statement in which a Holder of Registrable Securities is participating, each such Holder shall will furnish to the Issuers and the Guarantors Company in writing such information and affidavits as the Issuers and the Guarantors Company reasonably request requests for use in connection with any such Registration Statement, preliminary prospectus, Statement or Prospectus or form of prospectus, any amendment or supplement thereto, and shall, severally and not jointly, without limitation as agrees to time, indemnify and hold harmless harmless, to the Issuers and full extent permitted by law, but without duplication, the GuarantorsCompany, their respective members, managersits officers, directors, officersshareholders, agents and employees, advisors and agents, and each controlling person Person who controls the Company (within the meaning of the Issuers or any of the Guarantors and the members, managers, directors, officers, agents or employees of such controlling persons, to the fullest extent lawful, from and Securities Act) against any losses, claims, damages, liabilities and all Lossesexpenses (including reasonable costs of investigation and reasonable legal fees and expenses and including expenses incurred in settlement of any litigation, as incurred, arising out of commenced or based upon threatened) resulting from any untrue statement (or alleged untrue statement statement) of a material fact contained in any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement theretoin, or any omission (or alleged omission to state therein omission) of a material fact required to be stated therein in, the Registration Statement or Prospectus or necessary to make the statements therein, therein (in the case of a Prospectus in light of the circumstances under which they were made, ) not misleading or any violation by such Holder of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to such Holder in connection with any such registration, as such expenses are incurred, to the extent, but only to the extent, that such untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information or affidavit so furnished in writing by such Holder to the Issuers Company specifically for inclusion therein. The Company and the Guarantors expressly other persons described above shall be entitled to receive indemnities from underwriters participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by such Persons specifically for use inclusion in any Prospectus or Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto. In no event shall the liability of any selling participating Holder be greater liable for any amount in amount than excess of the net proceeds (net of payment of all expenses) received by such Holder's Maximum Contribution Amount (as defined below)Holder from the Registrable Securities offered and sold by such Holder pursuant to such Registration Statement.

Indemnification by Holders of Registrable Securities. In connection with any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish (or cause to the Issuers and the Guarantors be furnished) to New PubCo in writing such information and affidavits as the Issuers and the Guarantors New PubCo reasonably request requests for use in connection with any such Registration Statement or Prospectus (the “Holder Information”) and, to the extent permitted by law, shall indemnify New PubCo, its directors, officers and agents and each person or entity who controls New PubCo (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and out-of-pocket expenses (including, without limitation, reasonable and documented outside attorneys’ fees) resulting from any untrue statement of material fact contained or incorporated by reference in any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, any amendment or supplement thereto, and shall, severally and not jointly, without limitation as to time, indemnify and hold harmless the Issuers and the Guarantors, their respective members, managers, directors, officers, agents and employees, each controlling person of the Issuers or any of the Guarantors and the members, managers, directors, officers, agents or employees of such controlling persons, to the fullest extent lawful, from and against any and all Losses, as incurred, arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment thereof or supplement thereto, thereto or any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading to the extentmisleading, but only to the extent, extent that such untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in (or omitted from not contained in, in the case of an omission) any information or affidavit so furnished in writing by or on behalf of such Holder to the Issuers and the Guarantors expressly for use in any Registration Statementtherein; provided, preliminary prospectushowever, Prospectus or form that the obligation to indemnify shall be several, not joint and several, among such Holders of prospectusRegistrable Securities, or any amendment or supplement thereto. In no event shall and the liability of any selling each such Holder of Registrable Securities shall be greater in amount than proportion to and limited to the net proceeds received by such Holder's Maximum Contribution Amount Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors and each person or entity who controls such Underwriters (within the meaning of the Securities Act) to the same extent as defined below)provided in the foregoing with respect to indemnification of New PubCo.

Indemnification by Holders of Registrable Securities. In connection with any If the Holders' Registrable Securities are sold under a Prospectus which is a part of a Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, in which a Holder is participating, such Holder shall furnish the Holders agree to the Issuers and the Guarantors in writing such information as the Issuers and the Guarantors reasonably request for use in connection with any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, any amendment or supplement thereto, and shall, severally and not jointly, without limitation as to time, indemnify and hold harmless STAR, its directors and each officer who signed such Registration Statement and each person who controls STAR (within the Issuers meaning of Section 15 of the Securities Act), and each other person whose securities are sold under the Guarantors, their respective members, managers, directors, Prospectus which is a part of such Registration Statement (and such person's officers, agents directors and employees, employees and each controlling person who controls such person within the meaning of Section 15 of the Issuers or any of the Guarantors and the members, managers, directors, officers, agents or employees of such controlling persons, to the fullest extent lawfulSecurities Act), from and against any and all Losseslosses, claims, damages and liabilities (including any investigation, legal or other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) to which STAR or any other such person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as incurredsuch losses, arising claims, damages or liabilities arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, preliminary prospectus or any amendment or supplement thereto, or any (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light therein not misleading and (iii) any violation or alleged violation by STAR of the circumstances under which they were madeSecurities Act, not misleading the Exchange Act or any state securities or blue sky laws in connection with the Registration Statement, Prospectus or preliminary prospectus or any amendment or supplement thereto, to the extent, but only to the extent, extent that such untrue statement losses, claims, damages, liabilities or alleged actions arise out of or are based upon any untrue statement of a material fact or omission or alleged omission of a material fact is contained that was made in or omitted from any information so furnished in writing by such Holder to the Issuers and Prospectus, the Guarantors expressly for use in any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto. In , in reliance upon and in conformity with information furnished in writing to STAR by the Holders expressly for use therein, provided that in no event shall the aggregate liability of any the Holders exceed the amount of the net proceeds received by the Holders upon the sale of the Registrable Securities giving rise to such indemnification obligation. STAR and the selling Holder Holders shall be greater entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in amount than the distribution, to the same extent as customarily furnished by such Holder's Maximum Contribution Amount (as defined below)persons in similar circumstances.

Indemnification by Holders of Registrable Securities. In connection with Each Holder of any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement theretoRegistrable Securities shall, in which the event of a Holder is participatingRegistration of any of its Registrable Securities under the Securities Act pursuant to Sections 2.1, such Holder shall furnish to the Issuers and the Guarantors in writing such information as the Issuers and the Guarantors reasonably request for use in connection with any such Registration Statement, preliminary prospectus, Prospectus 2.2 or form of prospectus, any amendment or supplement thereto, and shall2.3, severally and not jointly, without limitation as to time, indemnify and hold harmless the Issuers Company, its directors and the Guarantors, their respective members, managers, directors, officers, agents each underwriter and employeeseach other Person, each controlling person of if any, who controls the Issuers Company or any of the Guarantors and the memberssuch underwriter, managers, directors, officers, agents or employees of such controlling persons, to the fullest extent lawful, from and against any and all Lossesliability, joint or several, as incurred, arising to which the Company, underwriter or any such director or officer or controlling person may become subject under the Securities Act or any other statute or at common law, in so far as such liability (or actions in respect thereof) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in the registration statement under which such Registrable Securities were registered under the Securities Act at the request of such Holder pursuant to this Agreement, any such Registration Statement, preliminary prospectus, Prospectus prospectus or form of prospectusfinal prospectus contained therein, or any amendment or supplement thereto, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereintherein not misleading; provided however, that no Holder of Registrable Securities shall be required to indemnify any Person against any liability arising from any untrue or alleged untrue or misleading statement or omission or alleged omission contained in any preliminary prospectus if such deficiency is corrected in the light final prospectus and liability arises out of the circumstances under which they were madefailure of any Person to deliver a prospectus as required by the Securities Act. Notwithstanding the above, not misleading the indemnification set forth in this Section 2.6.2 shall be given to the extent, but only to the extent, that such untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained was made in such registration statement, preliminary or omitted from any final prospectus, amendment or supplement thereto in reliance upon and in conformity with written information so furnished in writing to the Company by such Holder and expressly stated for use therein. Such Holder shall reimburse the Company, such underwriter or such director, officer, or controlling person for any legal fees incurred in investigating or defending any such liability, as incurred; provided, that the obligations of such Holder of Registrable Securities for the indemnity hereunder shall be limited to the Issuers net proceeds received by such Holder of Registrable Securities from the sale of Registrable Securities covered by such registration statement and shall not extend to any settlement of claims related thereto without the Guarantors expressly for use in any Registration Statement, preliminary prospectus, Prospectus or form express written consent of prospectus, or any amendment or supplement thereto. In no event shall the liability such Holder of any selling Holder be greater in amount than such Holder's Maximum Contribution Amount (as defined below)Registrable Securities.

Indemnification by Holders of Registrable Securities. In connection with any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, registration statement in which a Holder holder of Registrable Securities is participating, each such Holder shall holder will furnish to the Issuers and the Guarantors Ultra in writing such information as the Issuers and the Guarantors Ultra reasonably request requests for use in connection with any such Registration Statementregistration statement, prospectus, preliminary prospectusor prospectus and, Prospectus or form of prospectusto the extent permitted by law, any amendment or supplement thereto, will indemnify and shallhold harmless, severally and not jointly, without limitation as to time, indemnify Ultra and hold harmless the Issuers and the Guarantors, their respective members, managersits officers, directors, officers, agents and employees, agents, representatives, trustees and each controlling person Person who controls Ultra (within the meaning of the Issuers Securities Act) (collectively, the “Ultra Indemnitees”) against any losses, claims, damages, liabilities and expenses (including reasonable attorney’s fees and expenses) to which Ultra or any of such Ultra Indemnitee may become subject under the Guarantors Securities Act or otherwise, insofar as such losses, claims, damages, liabilities and the membersexpenses (or actions or proceedings, managerswhether commenced or threatened, directorsin respect thereof) arise out of, officers, agents result from or employees of such controlling persons, to the fullest extent lawful, from and against any and all Losses, as incurred, arising out of or are based upon (a) any untrue or alleged untrue statement of a material fact contained in any such Registration Statementregistration statement of Ultra under the Securities Act that covers any Registrable Securities pursuant to this Agreement, or prospectus, preliminary prospectus, prospectus or Free Writing Prospectus or form of prospectus, or any amendment thereof or supplement theretothereto relating to Registrable Securities, together with any documents incorporated therein by reference, or (b) any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of a prospectus, preliminary prospectus or Free Writing Prospectus, in the light of the circumstances under which they were made) not misleading, not misleading to but, in the extentcase of each of (a) and (b), but only to the extent, extent that such untrue statement (or alleged untrue statement statement) or omission (or alleged omission) is made in such registration statement, any such prospectus, preliminary prospectus or Free Writing Prospectus or any amendment thereof or supplement thereto, together with any documents incorporated therein by reference, in reliance upon and in conformity with written information prepared and furnished to Ultra by or on behalf of a material fact such holder with respect to such holder expressly for use therein. In addition, such holder will reimburse Ultra and each such Ultra Indemnitee for any legal or any other expenses as incurred including any amounts paid in any settlement effected with the consent of such holder, which consent will not be unreasonably withheld or delayed, incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding. The liability of any holder of Registrable Securities shall be several and not joint and shall be 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 from the sale of Registrable Securities covered by such registration statement, less any other amounts paid by such holder to Ultra and each such Ultra Indemnitee in respect of such untrue statement, alleged untrue statement, omission or alleged omission of a material fact is contained in or omitted from any information so furnished in writing by such Holder to the Issuers and the Guarantors expressly for use in any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto. In no event shall the liability of any selling Holder be greater in amount than such Holder's Maximum Contribution Amount (as defined below)omission.

Indemnification by Holders of Registrable Securities. In connection with any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, in which a Holder Registering Member is participating, each such Holder shall Member will furnish to the Issuers and the Guarantors Company in writing such information as the Issuers and the Guarantors Company reasonably request requests for use in connection with any such Registration Statement, preliminary prospectus, Statement or Prospectus or form of prospectus, any amendment or supplement thereto, and shall, severally and not jointly, without limitation as agrees to time, indemnify and hold harmless the Issuers and the Guarantors, their respective members, managers, directors, officers, agents and employees, each controlling person of the Issuers or any of the Guarantors and the members, managers, directors, officers, agents or employees of such controlling personsindemnify, to the fullest full extent lawfulpermitted by law, from (1) the Company, the directors and officers of the Company signing the Registration Statement and each person who controls the Company (within the meaning of the Securities Act and the Exchange Act) and (ii) any other Registering Member participating in such Registration (and its officers, directors and agents, and each person who controls such Registering Member within the meaning of the Exchange Act) against any losses, claims, damages, liabilities and all Losses, as incurred, arising out of or based upon expenses resulting from any untrue or alleged untrue statement of a material fact contained in any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereinin the Registration Statement or Prospectus or preliminary Prospectus (in the case of the Prospectus or any preliminary Prospectus, in the light of the circumstances under which they were made) not misleading, not misleading to the extent, but only to the extent, that such untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information with respect to such Registering Member so furnished in writing by such Holder to the Issuers and the Guarantors expressly Registering Member or his representative specifically for use in any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement theretoinclusion therein. 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's Maximum Contribution Amount (holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company 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 defined below)provided above with respect to information with respect to such persons or entities so furnished in writing by such persons or entities or their representatives specifically for inclusion in any Prospectus or Registration Statement.

Indemnification by Holders of Registrable Securities. In connection with Each Holder of Registrable Securities will, in the event that any Registration Statement, preliminary prospectus, Prospectus or form is being effected under the Securities Act pursuant to this Agreement of prospectus, or any amendment or supplement thereto, in which a Holder is participating, Registrable Securities held by such Holder shall furnish to the Issuers and the Guarantors in writing such information as the Issuers and the Guarantors reasonably request for use in connection with any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, any amendment or supplement thereto, and shall, severally and not jointly, without limitation as to timeHolder, indemnify and hold harmless the Issuers and the Guarantors, their respective members, managers, directors, officers, agents and employees, each controlling person of the Issuers or any of the Guarantors and the members, managers, directors, officers, agents or employees of such controlling persons, to the fullest extent lawfulpermitted by law the Company, from and each of its officers, employees, affiliates, directors, and agents, and each Person who controls the Company within the meaning of the Securities Act (excluding Invesco to the extent that Invesco is the Holder of Registrable Securities) and each underwriter (if any), and each Person, if any, who controls such underwriter within the meaning of the Securities Act, against any and all Losses, whether joint or several, insofar as incurred, arising such Losses (or actions in respect thereof) arise out of or are based upon any untrue statement (or alleged allegedly untrue statement statement) of a material fact contained in any Registration Statement under which the sale of such Registration Statement, preliminary prospectusRegistrable Securities was registered under the Securities Act, Prospectus or form of prospectus(including any preliminary Prospectus), or any amendment thereof or supplement thereto, or arise out of or are based upon any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements statement therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading to misleading, if the extent, but only to the extent, that such untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained was made in or omitted from any reliance upon and in conformity with information so furnished in writing to the Company by such Holder to the Issuers and the Guarantors expressly for use therein, and each such Holder of Registrable Securities shall reimburse the Company. Each Holder’s indemnification obligations hereunder shall be several and not joint and shall be limited to the amount of any net proceeds actually received by such Holder. Such indemnity shall remain in full force and effect regardless of any Registration Statement, preliminary prospectus, Prospectus investigation made by or form on behalf of prospectus, the Company or any amendment or supplement thereto. In no event shall the liability of any selling Holder be greater in amount than such Holder's Maximum Contribution Amount (as defined below)Indemnified Party.

Indemnification by Holders of Registrable Securities. In connection with the event ---------------------------------------------------- of the registration of any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, in which a Holder is participating, such Holder shall furnish Registrable Securities under the Securities Act pursuant to the Issuers and provisions hereof, each Stockholder on whose behalf such Registrable Securities shall have been registered will, to the Guarantors in writing such information as the Issuers and the Guarantors reasonably request for use in connection with any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, any amendment or supplement thereto, and shallextent permitted by Applicable Law, severally and but not jointly, without limitation as to time, indemnify and hold harmless the Issuers and the Guarantorsharmless, their respective members, managers, directors, officers, agents and employeesATC, each controlling person director of ATC, each officer of ATC who signs the registration statement, each underwriter, broker and dealer, if any, who participates in the offering and sale of such Registrable Securities and each other Person, if any, who controls ATC or any such underwriter, broker or dealer within the meaning of the Issuers Securities Act or the Exchange Act (each such person including without limitation ATC being hereinafter sometimes referred to as an "indemnified person"), against any Claims, joint or several, to which such indemnified person may become subject, including without limitation under the Securities Act, the Exchange Act or any of the Guarantors and the membersstate securities or blue sky law, managers, directors, officers, agents or employees of insofar as such controlling persons, to the fullest extent lawful, from and against any and all Losses, as incurred, arising Claims arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained or incorporated by reference in any such Registration Statement, preliminary prospectus, Statement or Prospectus or form of prospectus, or any amendment or supplement theretothereto or any document incorporated by reference therein, or any 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 the light of the circumstances under which they were made, not misleading to the extentmisleading, but only to the extent, provided that such untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained has been made or incorporated therein in or omitted from any reliance upon and in conformity with written information so furnished in writing to ATC by such Holder to the Issuers and the Guarantors expressly Stockholder specifically stating that it is for use in preparation thereof, and will reimburse each such indemnified person for any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, legal or any amendment other expenses reasonably incurred by ATC or supplement theretosuch indemnified person in connection with investigating or defending, settling or satisfying any such Claim. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified person and shall survive the transfer of such Registrable Securities by such Stockholder. In no event shall the liability of any selling Holder such Stockholder hereunder be greater in amount than the dollar amount of the proceeds received by such Holder's Maximum Contribution Amount (as defined below)Stockholder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Holders of Registrable Securities. In connection with any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, registration in which a Significant Holder is participating, each such Significant Holder shall will furnish to the Issuers and the Guarantors Company in writing such information with respect to such Significant Holder as the Issuers and the Guarantors Company reasonably request requests for use in connection with any such Registration Statement or Prospectus and agrees to indemnify, to the full extent permitted by law, the Company, the directors and officers of the Company signing the Registration Statement, preliminary prospectus, Prospectus or form each person who controls the Company (within the meaning of prospectus, any amendment or supplement theretothe Act and the Exchange Act), and shall, severally and not jointly, without limitation as to time, indemnify and hold harmless all underwriters participating in the Issuers and the Guarantors, their respective members, managers, directors, officers, agents and employees, each controlling person of the Issuers or any of the Guarantors and the members, managers, directors, officers, agents or employees of such controlling persons, to the fullest extent lawful, from and distribution against any losses, claims, damages, liabilities and all Losses, as incurred, arising out of or based upon expenses resulting from any untrue or alleged untrue statement of a material fact contained in any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereinin the Registration Statement or Prospectus or preliminary Prospectus (in the case of the Prospectus or any preliminary Prospectus, in the light of the circumstances under which they were made) not misleading, not misleading to the extent, but only to the extent, that such untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information with respect to such Significant Holder so furnished in writing by such Significant Holder to the Issuers and the Guarantors expressly or its representative specifically for use in any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement theretoinclusion therein. In no event shall the liability of any selling Significant Holder hereunder be greater in amount than the dollar amount of the proceeds received by such Holder's Maximum Contribution Amount (Significant Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company 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 defined below)provided above with respect to information with respect to such persons or entities so furnished in writing by such persons or entities or their representatives specifically for inclusion in any Prospectus or Registration Statement.

Indemnification by Holders of Registrable Securities. In connection with Each holder of Registrable Securities included in any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, in which a Holder is participating, such Holder shall furnish to the Issuers and the Guarantors in writing such information as the Issuers and the Guarantors reasonably request for use in connection with any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, any amendment or supplement thereto, and shallStatement agrees, severally and not jointly, without limitation as to time, indemnify and hold harmless the Issuers and the Guarantors, their respective members, managers, directors, officers, agents and employees, each controlling person of the Issuers or any of the Guarantors and the members, managers, directors, officers, agents or employees of such controlling persons, to the fullest extent lawfulpermitted by law (including without limitation reimbursement of OpenTV for any legal or any other expenses reasonably incurred by it in investigating or defending such loss, claim, damage, liability or expense) OpenTV, its officers, directors and agents and each Person, if any, who controls OpenTV within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from and against any and all LossesOpenTV to such holder of Registrable Securities in Section 3.01, as incurredbut only (i) with respect to information furnished in writing by such holder of Registrable Securities or on such holder's behalf, arising out of or based upon any untrue or alleged untrue statement of a material fact contained in either case expressly for use in any such Registration Statement, preliminary prospectus, Statement or Prospectus or form of prospectusrelating to the Registrable Securities, or any amendment or supplement thereto, or any omission preliminary, summary or alleged omission final Prospectus or any amendments or supplements thereto or (ii) to the extent that any loss, claim, damage, liability or expense described in this Section 3.02 results from (a) the fact that a current copy of the Prospectus was not sent or given to the Person asserting any such loss, claim, damage, liability or expense at or prior to the written confirmation of the sale of the Registrable Securities concerned to such Person if it is determined that it was the responsibility of such holder to provide such Person with a current copy of the Prospectus (or such amended or supplemented Prospectus, as the case may be) and such current copy of the Prospectus (or such amended or supplemented Prospectus, as the case may be) would have cured the defect giving rise to such loss, claim, damage, liability or expense, (b) the use of any Prospectus by or on behalf of any holder of Registrable Securities more than 24 hours after OpenTV has notified such Person that such Prospectus contains an untrue statement of a material fact or omits to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading to the extent, but only to the extent, that such untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information so furnished in writing by such Holder to the Issuers and the Guarantors expressly for use in any Registration Statement, preliminary prospectus, Prospectus or form of prospectusmisleading, or any amendment or supplement thereto. In no event shall (c) the liability use of any selling Holder be greater in amount than Prospectus by or on behalf of any holder of Registrable Securities after such Holder's Maximum Contribution Amount (time as defined below)the obligation of OpenTV to keep the related Registration Statement effective has expired.

Indemnification by Holders of Registrable Securities. In connection with Each Holder of any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, in which a Holder is participating, such Holder shall furnish to the Issuers and the Guarantors in writing such information as the Issuers and the Guarantors reasonably request for use in connection with any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, any amendment or supplement thereto, and Registrable Securities shall, severally and not jointly, without limitation as to timeby acceptance thereof, indemnify and hold harmless each other holder of any Registrable Securities, the Issuers Company, its directors and the Guarantors, their respective members, managers, directors, officers, each above-described underwriter who contracts with the Company or its agents and employeeseach other Person, each controlling person of if any, who controls the Issuers Company or such underwriter, against any liability, joint or several, to which any such other Holder, the Company, underwriter or any such director or officer of any such Person may become subject under the Guarantors and the membersSecurities Act or any other statute or at common law, managers, directors, officers, agents if such liability (or employees of such controlling persons, to the fullest extent lawful, from and against any and all Losses, as incurred, arising actions in respect hereof) arises out of or is based upon (i) the disposition by such Holder of such Registrable Securities in violation of the provisions of this Article VII, (ii) any untrue or alleged untrue statement of a any material fact contained in any registration statement under which securities were registered under the Securities Act at the request of such Registration StatementHolder, any preliminary prospectus, Prospectus prospectus or form of prospectusfinal prospectus contained therein, or any amendment or supplement thereto, or (iii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make statement(s) therein not misleading. Notwithstanding any other provision of this Section, the statements therein, indemnification rights set forth in this Section shall be given in the light case of the circumstances under which they were made, not misleading to the extent, but clause (ii) or (iii) only to the extent, that if such alleged untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained supplement thereto was made (1) in or omitted from any reliance upon and in conformity with information so furnished in writing to the Company by such Holder expressly stated for use therein, and (2) not based on the authority of an expert as to whom the holder had no reasonable ground to believe, and did not believe, that (A) the statements made on the authority of such expert were untrue or (B) there was an omission to state a material fact. Such Holder shall reimburse the Company, such underwriter or such director, officer, other Person or other Holder for any reasonable legal fees incurred in investigating or defending any such liability; provided, however, that no Holder of Registrable Securities shall be required to indemnify any Person against any liability arising from any untrue or misleading statement or omission contained in any prospectus or for any liability which arises out of the failure of any Person to deliver a prospectus as required by the Securities Act; and provided further, that the obligations of such Holder of Registrable Securities for the indemnity hereunder shall be limited to an amount equal to the Issuers net proceeds received by such Holder of Registrable Securities upon disposition thereof and shall not extend to any settlement of claims related thereto without the Guarantors expressly for use in any Registration Statementexpress written consent of such Holder of Registrable Securities, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto. In no event which consent shall the liability of any selling Holder not be greater in amount than such Holder's Maximum Contribution Amount (as defined below)unreasonably withheld.

Indemnification by Holders of Registrable Securities. In connection with Each holder of Registrable Securities included in any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, in which a Holder is participating, such Holder shall furnish to the Issuers and the Guarantors in writing such information as the Issuers and the Guarantors reasonably request for use in connection with any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, any amendment or supplement thereto, and shallregistration statement agrees, severally and not jointly, without limitation as to time, indemnify and hold harmless the Issuers and the Guarantors, their respective members, managers, directors, officers, agents and employees, each controlling person of the Issuers or any of the Guarantors and the members, managers, directors, officers, agents or employees of such controlling persons, to the fullest extent lawfulpermitted by law (including without limitation reimbursement of the Issuer for any legal or any other expenses reasonably incurred by it in investigating or defending such loss, claim, damage, liability or expense) the Issuer, its officers, directors and agents and each Person, if any, who controls the Issuer within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from and against any and all Lossesthe Issuer to such holder of Registrable Securities in Section 2.05, as incurredbut only (i) with respect to information furnished in writing by such holder of Registrable Securities or on such holder's behalf, arising out of or based upon any untrue or alleged untrue statement of a material fact contained in either case expressly for use in any such Registration Statement, preliminary prospectus, Prospectus registration statement or form of prospectusprospectus relating to the Registrable Securities, or any amendment or supplement thereto, or any omission preliminary, summary or alleged omission final prospectus or any amendments or supplements thereto or (ii) to the extent that any loss, claim, damage, liability or expense described in this Section 2.06 results from (a) the fact that a current copy of the prospectus (or, in the case of a prospectus, the prospectus as amended or supplemented) was not sent or given to the Person asserting any such loss, claim, damage, liability or expense at or prior to the written confirmation of the sale of the Registrable Securities concerned to such Person if it is determined that it was the responsibility of such holder to provide such Person with a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) and such current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) would have cured the defect giving rise to such loss, claim, damage, liability or expense, (b) the use of any prospectus by or on behalf of any holder of Registrable Securities more than 24 hours after the Issuer has notified such Person that such prospectus contains an untrue statement of a material fact or omits to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading to the extent, but only to the extent, that such untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information so furnished in writing by such Holder to the Issuers and the Guarantors expressly for use in any Registration Statement, preliminary prospectus, Prospectus or form of prospectusmisleading, or any amendment or supplement thereto. In no event shall (c) the liability use of any selling Holder be greater in amount than prospectus by or on behalf of any holder of Registrable Securities after such Holder's Maximum Contribution Amount (time as defined below)the obligation of the Issuer to keep the related registration statement effective has expired.

Indemnification by Holders of Registrable Securities. In ---------------------------------------------------- connection with any Registration, each Holder participating therein will furnish to the Company in writing such information with respect to the Holder as the Company reasonably requests for use in connection with any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, in which a Holder is participating, such Holder shall furnish to the Issuers and the Guarantors in writing such information as the Issuers and the Guarantors reasonably request for use in connection with any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, any amendment or supplement theretoProspectus, and shall, severally and not jointly, without limitation as agrees to time, indemnify and hold harmless the Issuers and the Guarantors, their respective members, managers, directors, officers, agents and employees, each controlling person of the Issuers or any of the Guarantors and the members, managers, directors, officers, agents or employees of such controlling personsindemnify, to the fullest full extent lawfulpermitted by law, from the Company, the directors and officers of the Company signing the Registration Statement and each person who controls the Company (within the meaning of the Securities Act and the Exchange Act) against any losses, claims, damages, liabilities and all Losses, as incurred, arising out of or based upon expenses resulting from any untrue or alleged untrue statement of a material fact contained in any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereinin the Registration Statement, Prospectus or preliminary Prospectus (in the case of the Prospectus or any preliminary Prospectus, in the light of the circumstances under which they were made) not misleading, not misleading to the extent, but and only to the extent, that such untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from caused by any information with respect to the Holder so furnished in writing by such the Holder to the Issuers and the Guarantors expressly or its representative specifically for use in any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement theretoinclusion therein. In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds (after deducting commissions and expenses) received by such Holder's Maximum Contribution Amount (Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company 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 defined below)provided above with respect to information with respect to such persons or entities so furnished in writing by such persons or entities or their representatives specifically for inclusion in any Registration Statement, Prospectus or preliminary Prospectus.

Indemnification by Holders of Registrable Securities. In connection ---------------------------------------------------- with any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Issuers and the Guarantors in writing such information as the Issuers and the Guarantors reasonably request for use in connection with any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall, severally and not jointly, without limitation as to time, indemnify and hold harmless the Issuers and the GuarantorsIssuers, their respective members, managers, directors, officers, agents and employees, each controlling person Person, if any, who controls either of the Issuers or any (within the meaning of Section 15 of the Guarantors Securities Act and Section 20(a) of the Exchange Act), and the members, managers, directors, officers, agents or employees of such controlling persons, to the fullest extent lawful, from and against any and all Losses, as incurred, arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, prospectus or in any amendment or supplement theretothereto or in any preliminary prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading to the extent, but only to the extent, that such untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information so furnished in writing by such Holder to the Issuers and the Guarantors expressly for use in any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement theretotherein. In no event shall the liability of any selling Holder be greater in amount than the dollar amount of the proceeds (net of payment of all expenses) received by such Holder's Maximum Contribution Amount (as defined below)Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Holders of Registrable Securities. In connection Each Selling Holder agrees, severally but not jointly, to indemnify and hold harmless the Company, its officers, directors 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 of their respective Representatives to the same extent as the foregoing indemnity from the Company to such Selling Holder pursuant to Section 2.08, but only with respect to (a) written information relating to such Selling Holder included in reliance upon and in conformity with information furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly for use in any Registration Statement, preliminary prospectus, Prospectus registration statement or form prospectus relating to the Registrable Securities of prospectus, such Selling Holder or any amendment or supplement thereto, in which a Holder is participating, such Holder shall furnish to the Issuers and the Guarantors in writing such information as the Issuers and the Guarantors reasonably request for use in connection with any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, any amendment or supplement thereto, and shall, severally and not jointly, without limitation as to time, indemnify and hold harmless the Issuers and the Guarantors, their respective members, managers, directors, officers, agents and employees, each controlling person of the Issuers or any of the Guarantors preliminary prospectus and the members, managers, directors, officers, agents or employees of such controlling persons, to the fullest extent lawful, from and against any and all Losses, as incurred, arising out of or based upon (b) any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to such Registration Statement, preliminary prospectus, Prospectus or form of prospectusRegistrable Securities, or any amendment or supplement thereto, any preliminary prospectus or any Issuer Free Writing Prospectus (in each case, including any document incorporated by reference therein), or that arise out of or are 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, in the light of the circumstances under which they were made, not misleading to misleading. Notwithstanding the extentforegoing, but only to the extent, that such untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information so furnished in writing by such Holder to the Issuers and the Guarantors expressly for use in any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto. In no event shall will the liability of a Selling Holder under this Section 2.09 or Section 2.11 or otherwise hereunder exceed the net proceeds actually received by such Selling Holder from the sale of its Registrable Securities hereunder. This indemnity shall be in addition to any selling liability each Selling Holder be greater in amount than such Holder's Maximum Contribution Amount (as defined below)may otherwise have.

Indemnification by Holders of Registrable Securities. In connection with any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, Statement in which a Holder is participating, each such Holder shall will furnish to the Issuers and the Guarantors Company in writing such information with respect to the name and address of such Holder and such other information as the Issuers and the Guarantors may be reasonably request required for use in connection with any such Registration Statement, preliminary prospectus, Statement or Prospectus or form of prospectus, any amendment or supplement thereto, and shall, severally and not jointly, without limitation as agrees to time, indemnify and hold harmless the Issuers and the Guarantors, their respective members, managers, directors, officers, agents and employees, each controlling person of the Issuers or any of the Guarantors and the members, managers, directors, officers, agents or employees of such controlling personsindemnity, to the fullest full extent lawfulpermitted by law, from the Company, its directors and officers and each Person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and all Losses, as incurred, arising out of or based upon expenses resulting from any untrue or alleged untrue statement of a material fact contained in any such the Registration Statement, preliminary prospectus, Statement or Prospectus or form of prospectus, or any amendment thereof or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein thereto or necessary to make the statements thereintherein not misleading, in the light of the circumstances under which they were made, not misleading to the extent, but only to the extent, that such untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from relates to any information with respect to such Holder so furnished in writing by such Holder specifically for inclusion in any Prospectus or Registration Statement; PROVIDED, HOWEVER, that such Holder shall not be liable in any such case to the Issuers and extent that prior to the Guarantors filing of any such Registration Statement or Prospectus or amendment thereof or supplement thereto, such Holder has furnished in writing to the Company information expressly for use in any such Registration Statement, preliminary prospectus, Statement or Prospectus or form of prospectus, or any amendment thereof or supplement theretothereto which corrected or made not misleading information previously furnished to the Company. In no event shall the liability of any selling Selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Holder's Maximum Contribution Amount (Selling Holder upon the sale of the Registrable Securities, sold under such Registration Statement or Prospectus as defined below)contemplated herein, giving rise to such indemnification obligation.

Indemnification by Holders of Registrable Securities. In connection with Each Holder of Registrable Securities included in any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, in which a Holder is participating, such Holder shall furnish registration statement agrees to the Issuers and the Guarantors in writing such information as the Issuers and the Guarantors reasonably request for use in connection with any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, any amendment or supplement thereto, and shall, severally and not jointly, without limitation as to time, indemnify and hold harmless the Issuers and the Guarantors, their respective members, managers, directors, officers, agents and employees, each controlling person of the Issuers or any of the Guarantors and the members, managers, directors, officers, agents or employees of such controlling persons, to the fullest extent lawfulpermitted by law (including without limitation reimbursement of Micro for any legal or any other expenses reasonably incurred by it in investigating or defending such loss, claim, damage, liability or expense) Micro, its officers, directors and agents and each Person, if any, who controls Micro within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from and against any and all LossesMicro to such Holder, as incurred, arising out of but only (i) with respect to information furnished in writing by such Holder or based upon any untrue or alleged untrue statement of a material fact contained on such Holder's behalf in either case expressly for use in any such Registration Statement, preliminary prospectus, Prospectus registration statement or form of prospectusprospectus relating to the Registrable Securities, or any amendment or supplement thereto, or any omission preliminary, summary or alleged omission final prospectus or any amendments or supplements thereto or (ii) to state therein the extent that any loss, claim, damage, liability or expense described in Section 2.05 results from the fact that a material fact required to be stated therein or necessary to make current copy of the statements thereinprospectus (or, in the light case of a prospectus, the prospectus as amended or supplemented) was not sent or given to the Person asserting any such loss, claim, damage, liability or expense at or prior to the written confirmation of the circumstances under which they were made, not misleading sale of the Registrable Securities concerned to such Person if it is determined that it was the extent, but only to the extent, that such untrue statement or alleged untrue statement responsibility of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information so furnished in writing by such Holder to provide such Person with a current copy of the Issuers and the Guarantors expressly for use in any Registration Statement, preliminary prospectus (or such amended or supplemented prospectus, Prospectus as the case may be) and such current copy of the prospectus (or form of such amended or supplemented prospectus, as the case may be) would have cured the defect giving rise to such loss, claim, damage, liability or any amendment or supplement theretoexpense. In no event shall Each such Holder also agrees to indemnify and hold harmless underwriters of the liability Registrable Securities, their officers and directors and each Person who controls such underwriters on substantially the same basis as that of any selling Holder be greater the indemnification of Micro provided in amount than such Holder's Maximum Contribution Amount (as defined below)this Section 2.06.

Indemnification by Holders of Registrable Securities. In connection with any Registration Statementregistration statement covering Registrable Securities, each Holder any of whose Registrable Securities are covered thereby shall 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 such registration statement, any related prospectus or preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, in which a Holder is participatingand shall indemnify, such Holder shall furnish to the Issuers and full extent permitted by law, the Guarantors in writing such information as Company, the Issuers and the Guarantors reasonably request for use in connection with any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, any amendment or supplement thereto, and shall, severally and not jointly, without limitation as to time, indemnify and hold harmless the Issuers and the Guarantors, their respective members, managers, Company's directors, officers, agents employees and employeesagents, each controlling person Person who controls the Company (within the meaning of the Issuers Securities Act) and any investment adviser thereof or any agent therefor against all losses, claims, damages, liabilities costs of the Guarantors investigation and the members, managers, directors, officers, agents or employees of such controlling persons, to the fullest extent lawful, from and against any and all Losses, as incurred, arising legal expenses) using out of or based upon any untrue or alleged untrue statement of a material fact contained in any such Registration Statementregistration statement covering any Registrable Securities, any related prospectus or preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, or any omission or alleged omission to state therein in any thereof a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of a prospectus or prospectus supplement, in the light of the circumstances under which they were made) not misleading, not misleading in each case to the extent, but only to the extent, that such the same arises out of or is based upon an untrue statement or alleged untrue statement of a material fact or an omission or alleged omission of to state a material fact is contained in such registration statement or omitted from any information so furnished in writing by such Holder to the Issuers and the Guarantors expressly for use in any Registration Statementrelated prospectus, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto. In supplement, as the case may be, made or omitted, as the case may be, in reliance upon and in conformity with written information furnished to the Company by such Holder expressly for use therein; PROVIDED, HOWEVER, that in no event shall the liability of any Holder for indemnification under this SECTION 8(B) exceed the proceeds received by such Holder from the sale of Registrable Securities under the applicable registration statement. This indemnity is in addition to any liability that a Holder may otherwise have. Each Holder participating in an offering of Registrable Securities shall, if requested by the managing underwriter or underwriters of such offering, also indemnify any underwriters of such Registrable Securities, selling Holder be greater brokers, dealer managers and similar securities industry professionals participating in amount than the distribution of such Holder's Maximum Contribution Amount Registrable Securities and their officers and directors and each Person who controls such underwriters or other Persons (as defined below)within the meaning of the Securities Act) to the extent provided in the applicable underwriting agreement.

Indemnification by Holders of Registrable Securities. In connection with any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, in which a Holder is participating, such Holder shall furnish to the Issuers and the Guarantors in writing such information as the Issuers and the Guarantors reasonably request for use in connection with any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, any amendment or supplement thereto, and shallEach Selling Holder, severally and not jointlyjointly with any other Selling Holder, without limitation as agrees to time, indemnify and hold harmless the Issuers Company, its directors and the Guarantors, their respective members, managers, directors, officers, officers employees and agents and employeeseach person, each controlling person if any, who controls the Company within the meaning of either Section 15 of the Issuers Securities Act or any Section 20 of the Guarantors and the members, managers, directors, officers, agents or employees of such controlling persons, Exchange Act to the fullest same extent lawfulas the foregoing indemnity from the Company to such Selling Holder, from but only with respect to losses, claims, damages, liabilities and against any and all Losses, as incurred, judgments arising out of of, or based upon upon, any untrue or alleged such untrue statement of a material fact contained or omission or allegations thereof based upon information furnished in writing by such Selling Holder or on such Selling Holder's behalf expressly for use in any such Registration Statement, preliminary prospectus, Prospectus registration statement or form of prospectus, prospectus or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading preliminary prospectus relating to the extentShelf Registration; provided, but only to the extenthowever, that such with respect to any untrue statement or omission or alleged untrue statement of a material fact or omission made in any preliminary or alleged omission of a material fact is final prospectus, the indemnity agreement contained in this subsection shall not apply to the extent that any such losses, claims, damages, liabilities or omitted judgments result from the fact that a final prospectus (as supplemented, if applicable) was not sent or given to the person asserting any such loss, claim, damage, liability or judgment at or prior to the written confirmation of the sale of the Common Stock concerned to such person if it is determined that it was the responsibility of the Company or any other person or entity (other than the Selling Holder) to provide such person with a final prospectus (as supplemented, if applicable) and such final prospectus (as supplemented, if applicable) would have cured the defect giving rise to such loss, claim, damage, liability or judgment. In case any action or proceeding shall be brought against the Company or its directors, officers, employees or agents or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its directors, officers, employees or agents or such controlling person shall have the rights and duties given to such Selling Holder by the preceding Section 7(b). Notwithstanding the foregoing, in no event shall the liability of any Selling Holder pursuant to this Section 7(c) exceed the net proceeds received by such Selling Holder from the sale of Registrable Securities. Each Selling Holder also agrees to indemnify and hold harmless Securities Professionals with respect to the matters referred to in this Section 7(c) on substantially the same basis as that of the indemnification provided to the Company. The Company shall be entitled to receive indemnities from Securities Professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by such Holder to the Issuers and the Guarantors expressly persons specifically for use inclusion in any Registration Statement, preliminary prospectus, Prospectus prospectus or form of prospectus, registration statement or any amendment or supplement thereto. In no event shall the liability of thereto or any selling Holder be greater in amount than such Holder's Maximum Contribution Amount (as defined below)preliminary prospectus.

Indemnification by Holders of Registrable Securities. In connection Each Selling Holder agrees, severally but not jointly, to indemnify and hold harmless the Company, its officers, directors 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 of their respective Representatives to the same extent as the foregoing indemnity from the Company to such Selling Holder pursuant to Section 2.8, but only with respect to (a) written information relating to such Selling Holder included in reliance upon and in conformity with information furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly for use in any Registration Statement, preliminary prospectus, Prospectus registration statement or form prospectus relating to the Registrable Securities of prospectussuch Selling Holder, or any amendment or supplement thereto, in which a Holder is participating, such Holder shall furnish to the Issuers and the Guarantors in writing such information as the Issuers and the Guarantors reasonably request for use in connection with any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, any amendment or supplement thereto, and shall, severally and not jointly, without limitation as to time, indemnify and hold harmless the Issuers and the Guarantors, their respective members, managers, directors, officers, agents and employees, each controlling person of the Issuers or any of the Guarantors preliminary prospectus and the members, managers, directors, officers, agents or employees of such controlling persons, to the fullest extent lawful, from and against any and all Losses, as incurred, arising out of or based upon (b) any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to such Registration Statement, preliminary prospectus, Prospectus or form of prospectusRegistrable Securities, or any amendment or supplement thereto, or any preliminary prospectus, or that arise out of or are 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, in the light of the circumstances under which they were made, not misleading to the extent, but only to the extent, and (i) that such Selling Holder knew to be untrue statement or alleged untrue statement of a material fact or knew to be an omission or alleged (ii) (A) that such Selling Holder reasonably should have known to be untrue or reasonably should have known to be an omission of a material fact is contained and (B) which the Company did not know to be untrue or did not know to be an omission. Notwithstanding the foregoing, in or omitted from any information so furnished in writing by such Holder to the Issuers and the Guarantors expressly for use in any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto. In no event shall will the liability of a Selling Holder under this Section 2.9 or Section 2.11 or otherwise hereunder exceed the net proceeds actually received by such Selling Holder from the sale of its Registrable Securities hereunder. This indemnity shall be in addition to any selling liability each Selling Holder be greater in amount than such Holder's Maximum Contribution Amount (as defined below)may otherwise have.

Indemnification by Holders of Registrable Securities. In connection with any Registration Statementregistration statement, preliminary prospectus, Prospectus or form each participating holder of prospectus, or any amendment or supplement thereto, in which a Holder is participating, such Holder shall Registrable Securities will furnish to the Issuers and the Guarantors Company in writing such information and affidavits as the Issuers and the Guarantors Company reasonably request requests for use in connection with any such Registration Statementregistration statement or prospectus and each holder agrees to indemnify, preliminary prospectusto the extent permitted by law, Prospectus or form of prospectusthe Company, any amendment or supplement thereto, and shall, severally and not jointly, without limitation as to time, indemnify and hold harmless the Issuers and the Guarantors, their respective members, managers, its directors, officers, agents and trustees, partners, employees, advisors and agents, and each controlling person Person who controls the Company (within the meaning of the Issuers or any of the Guarantors Securities Act and the members, managers, directors, officers, agents or employees of such controlling persons, to the fullest extent lawful, from and Exchange Act) against any losses, claims, damages, liabilities and all Losses, as incurred, arising out of or based upon expenses (including reasonable attorney fees and expenses) resulting from any untrue or alleged allegedly untrue statement of a material fact contained in any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein in the registration statement or prospectus or any amendment thereof or supplement thereto necessary to make the statements therein, therein not misleading in the light of the circumstances under which they such statements were made, not misleading to the extent, but only to the extent, extent that such the untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information so or affidavit the holder furnished in writing by such Holder to the Issuers and the Guarantors Company expressly for use therein and only in an amount not exceeding the net proceeds received by the holder with respect to securities sold pursuant to such registration statement. In connection with a firm or best efforts underwritten offering, to the extent customarily required by the managing underwriter, each participating holder of Registrable Securities will indemnify the underwriters, their officers and directors and each Person who controls the underwriters (within the meaning of the Securities Act and the Exchange Act), to the extent that any Registration Statement, preliminary prospectus, Prospectus untrue or form allegedly untrue statement of prospectus, a material fact or any omission or alleged omission to state a material fact required to be stated in the registration statement or prospectus or any amendment thereof or supplement thereto. In no event shall thereto necessary to make the liability statements therein not misleading in light of the circumstances under which such statements were made, is contained in or omitted from any information or affidavit the holder furnished in writing to the Company expressly for use therein; PROVIDED, that the indemnity obligations of any selling Holder holder contained in such agreement shall be greater limited to the amount of such holder's net proceeds received from the sale of its Registrable Securities in amount than such Holder's Maximum Contribution Amount (as defined below)offering.

Indemnification by Holders of Registrable Securities. In connection with any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, in which a Holder is participating, such Holder shall furnish to the Issuers and the Guarantors in writing such information as the Issuers and the Guarantors reasonably request for use in connection with any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, any amendment or supplement thereto, and shallEach Selling Holder, severally and not jointlyjointly with other Selling Holders, without limitation as agrees to time, indemnify and hold harmless the Issuers Company, its directors and the Guarantors, their respective members, managers, directors, officers, officers employees and agents and employeeseach person, each controlling person if any, who controls the Company within the meaning of either Section 15 of the Issuers Securities Act or any Section 20 of the Guarantors and the members, managers, directors, officers, agents or employees of such controlling persons, Exchange Act to the fullest same extent lawfulas the foregoing indemnity from the Company to such Selling Holder, from but only with respect to losses, claims, damages, liabilities and against any and all Losses, as incurred, judgments arising out of of, or based upon upon, any untrue or alleged such untrue statement of a material fact contained or omission or allegations thereof based upon information furnished in writing by such Selling Holder or on such Selling Holder's behalf expressly for use in any such Registration Statement, preliminary prospectus, Prospectus registration statement or form of prospectus, prospectus or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading preliminary prospectus relating to the extentRegistration Statement; provided, but only to the extenthowever, that such with respect to any untrue statement or omission or alleged untrue statement of a material fact or omission made in any preliminary or alleged omission of a material fact is final prospectus, the indemnity agreement contained in this subsection shall not apply to the extent that any such losses, claims, damages, liabilities and judgments result from the fact that a final prospectus (as appropriately supplemented) was not sent or omitted given o the person asserting any such losses, claims, damages, liabilities and judgments at or prior to the written confirmation of the sale of the Registrable Securities concerned to such person if it is determined that it was the responsibility of the Company or any other person or entity (other than the Selling Holder) to provide such person with a final prospectus (as appropriately supplemented) and such final prospectus (as appropriately supplemented) would have cured the defect giving rise to such loss, claims, damages, liabilities and judgments. In case any action or proceeding shall be brought against the Company or its directors, officers, employees or agents or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its directors, officers, employees or agents or such controlling person shall have the rights and duties given to such Selling Holder by the preceding Section 9(b). Notwithstanding the foregoing, in no event shall the liability of any Selling Holder pursuant to this Section 9(c) exceed the net proceeds received by such Selling Holder from any the sale of Registrable Securities. Each Selling Holder also agrees to indemnify and hold harmless Securities Professionals with respect to the matters referred to in this Section 9(c) on substantially the same basis as that of the indemnification provided to the Company. The Company shall be entitled to receive indemnities from Securities Professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by such Holder to the Issuers and the Guarantors expressly persons specifically for use inclusion in any Registration Statement, preliminary prospectus, Prospectus prospectus or form of prospectus, registration statement or any amendment or supplement thereto. In no event shall the liability of thereto or any selling Holder be greater in amount than such Holder's Maximum Contribution Amount (as defined below)preliminary prospectus.

Indemnification by Holders of Registrable Securities. In connection with any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, Statement in which a Holder is participatingincludes Registrable Securities, such Holder shall furnish agrees to the Issuers and the Guarantors in writing such information as the Issuers and the Guarantors reasonably request for use in connection with any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, any amendment or supplement thereto, and shall, severally and not jointly, without limitation as to time, indemnify and hold harmless the Issuers and the Guarantors, their respective members, managers, directors, officers, agents and employees, each controlling person of the Issuers or any of the Guarantors and the members, managers, directors, officers, agents or employees of such controlling personsindemnify, to the fullest extent lawfulpermitted by law, individually and not jointly and severally, the Company, each other Holder which includes Registrable Securities in such Registration Statement, their respective directors, officers, employees, attorneys, accountants, agents, representatives and each Person who controls the Company and such Holders (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) (collectively, “Company/Holder Indemnitees”), from and against any and all Losses, as incurred, Losses arising out of or based upon on any untrue statement (or alleged untrue statement statement) of a material fact contained in any such Registration Statement, preliminary prospectus, Prospectus or form of prospectusProspectus, or any amendment or supplement theretoother offering document, or any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of any Prospectus, in the light of the circumstances under which they were made) not misleading, not misleading and will reimburse the Company and each Holder Indemnitee for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement of a material fact statement) or omission (or alleged omission of a material fact omission) is contained made in such Registration Statement, Prospectus, or omitted from any other offering document in reliance upon and in conformity with written information so furnished in writing to the Company by such Holder to the Issuers and the Guarantors expressly for use inclusion in any such Registration Statement, preliminary prospectus, Prospectus or form of prospectusProspectus, or other offering document; provided, however, that the obligations of such Holder hereunder shall not apply to amounts paid in settlement of any amendment such claims, losses, damages or supplement thereto. In no event 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 any selling each Holder hereunder shall be greater limited to the net proceeds received by such Holder from the sale of Exhibit 4.1 Registrable Securities giving rise to such indemnification obligation. Furthermore, in amount than connection with an Underwritten Offering, each Holder shall provide customary indemnification to the underwriters, their officers and directors and each Person who controls such Holder's Maximum Contribution Amount underwriters (as defined belowwithin the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act).

Indemnification by Holders of Registrable Securities. In connection with any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, in which a Holder is participating, such Holder shall furnish to the Issuers and the Guarantors in writing such information as the Issuers and the Guarantors reasonably request for use in connection with any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, any amendment or supplement thereto, and shall, severally and not jointly, without limitation as to time, indemnify and hold harmless the Issuers and the Guarantors, their respective members, managers, directors, officers, agents and employees, each controlling person of the Issuers or any of the Guarantors and the members, managers, directors, officers, partners, representatives, agents or employees of such controlling persons, to the fullest extent lawful, from and against any and all Losses, as incurred, arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading to the extent, but only to the extent, that such untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information so furnished in writing by such Holder to the Issuers and the Guarantors expressly for use in any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto. In no event shall the liability of any selling Holder be greater in amount than such Holder's Maximum Contribution Amount (as defined below).

Indemnification by Holders of Registrable Securities. In connection with any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, in which a Holder Stockholder is participating, each such Holder shall Stockholder will furnish to the Issuers and the Guarantors Company in writing such information with respect to such Stockholder as the Issuers and the Guarantors Company reasonably request requests for use in connection with any such Registration Statement, preliminary prospectus, Statement or Prospectus or form of prospectus, any amendment or supplement thereto, and shall, severally and not jointly, without limitation as agrees to time, indemnify and hold harmless the Issuers and the Guarantors, their respective members, managers, directors, officers, agents and employees, each controlling person of the Issuers or any of the Guarantors and the members, managers, directors, officers, agents or employees of such controlling personsindemnify, to the fullest full extent lawfulpermitted by law, from the Company, the directors and officers of the Company and each person who controls the Company (within the meaning of the Securities Act and the Exchange Act) against any losses, claims, damages, liabilities and all Losses, as incurred, arising out of or based upon expenses resulting from any untrue or alleged untrue statement of a material fact contained in any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereinin the Registration Statement or Prospectus or preliminary Prospectus (in the case of the Prospectus or any preliminary Prospectus, in the light of the circumstances under which they were made) not misleading, not misleading to the extent, but only to the extent, that such untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information with respect to such Stockholder so furnished in writing by such Holder to the Issuers and the Guarantors expressly Stockholder or its representative specifically for use in any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement theretoinclusion therein. 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's Maximum Contribution Amount (holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company 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 defined below)provided above with respect to information with respect to such persons or entities so furnished in writing by such persons or entities or their representatives specifically for inclusion in any Prospectus or Registration Statement.

Indemnification by Holders of Registrable Securities. In connection with any Registration Statementregistration statement filed pursuant to this Agreement to effect a Registration, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, each holder participating in which a Holder is participating, such Holder shall furnish to the Issuers and the Guarantors in writing such information as the Issuers and the Guarantors reasonably request for use in connection with any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, any amendment or supplement thereto, and shallagrees, severally and not jointly, without limitation to (and, as a condition precedent to time, indemnify and hold harmless the Issuers and the Guarantors, their respective members, managers, directors, officers, agents and employees, each controlling person of the Issuers or any of the Guarantors and the members, managers, directors, officers, agents or employees filing of such controlling personsregistration statement, the Company may require an undertaking satisfactory to it from each such participating holder and from any prospective underwriter therefor agreeing to) indemnify, to the fullest extent lawfulpermitted by law, from the Company and its officers, directors and agents and each Person who controls (within the meaning of the 1930 Xxx) xhe Company or such officers, directors or agents against any and all Losses, as incurred, arising Losses which arise out of or are based upon any untrue or alleged untrue statement of a material fact contained in any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, registration statement 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 or by any untrue or alleged untrue statement of a material fact included in any prospectus forming a part of such registration statement or preliminary prospectus or final prospectus, or any amendment or supplement thereof or any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading, to the extent, but only to the extent, that such untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information or affidavit with respect to such holder so furnished in writing by such Holder holder or its representatives to the Issuers Company specifically for inclusion in such registration statement or prospectus; provided, however, that no such holder shall be responsible for Losses in excess of the net proceeds to be received by such holder from the sale of Registrable Securities covered by such registration statement. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer-managers and similar securities industry professionals participating in the Guarantors expressly distribution, to the same extent as provided above with respect to information with respect to such Persons so furnished in writing by such Persons specifically for use inclusion in any Registration Statement, preliminary prospectus, Prospectus prospectus or form of prospectus, or any amendment or supplement thereto. In no event shall the liability of any selling Holder be greater in amount than such Holder's Maximum Contribution Amount (as defined below)Registration.

Indemnification by Holders of Registrable Securities. In connection with any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, in which a Holder is participating, such Holder shall furnish to the Issuers and the Guarantors Company in writing such information as the Issuers and the Guarantors Company reasonably request requests for use in connection with any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, any amendment or supplement thereto, and shall, severally and not jointly, without limitation as to time, indemnify and hold harmless the Issuers and the GuarantorsCompany, their respective its members, managers, directors, officers, agents and employees, each controlling person of the Issuers or any of the Guarantors Company and the members, managers, directors, officers, agents or employees of such controlling persons, to the fullest extent lawful, from and against any and all Losses, as incurred, arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, therein (in the case of a preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto in light of the circumstances under which they were made, ) not misleading to the extent, but only to the extent, that such untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information so furnished in writing by such Holder to the Issuers and the Guarantors Company expressly for use in any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto. In no event shall the liability of any selling Holder be greater in amount than such Holder's ’s Maximum Contribution Amount (as defined below).

Indemnification by Holders of Registrable Securities. In connection with any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, Statement in which a Holder is participating, each such Holder shall will furnish to the Issuers and the Guarantors Company in writing such information with respect to the name and address of such Holder and such other information as the Issuers and the Guarantors may be reasonably request required for use in connection with any such Registration Statement, preliminary prospectus, Statement or Prospectus or form of prospectus, any amendment or supplement thereto, and shall, severally and not jointly, without limitation as agrees to time, indemnify and hold harmless the Issuers and the Guarantors, their respective members, managers, directors, officers, agents and employees, each controlling person of the Issuers or any of the Guarantors and the members, managers, directors, officers, agents or employees of such controlling personsindemnity, to the fullest full extent lawfulpermitted by law, from the Company, its directors and officers and each Person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and all Losses, as incurred, arising out of or based upon expenses resulting from any untrue or alleged untrue statement of a material fact contained in any such the Registration Statement, preliminary prospectus, Statement or Prospectus or form of prospectus, or any amendment thereof or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein thereto or necessary to make the statements thereintherein not misleading, in the light of the circumstances under which they were made, not misleading to the extent, but only to the extent, that such untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from relates to any information with respect to such Holder so furnished in writing by such Holder specifically for inclusion in any Prospectus or Registration Statement; PROVIDED, HOWEVER, that such Holder shall not be liable in any such case to the Issuers and extent that prior to the Guarantors filing of any such Registration Statement or Prospectus or amendment thereof or supplement thereto, such Holder has furnished in writing to the Company information expressly for use in any such Registration Statement, preliminary prospectus, Statement or Prospectus or form of prospectus, or any amendment thereof or supplement theretothereto which corrected or made not misleading information previously furnished to the Company. In no event shall the liability of any selling Selling Holder hereunder be greater in amount than the dollar amount of the proceeds received by such Holder's Maximum Contribution Amount (as defined below)Selling Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Holders of Registrable Securities. In connection with any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, Statement in which a Holder is participating, each such Holder shall will furnish to the Issuers and the Guarantors Company in writing such information with respect to the name and address of such Holder and such other information as the Issuers and the Guarantors may be reasonably request required for use in connection with any such Registration Statement, preliminary prospectus, Statement or Prospectus or form of prospectus, any amendment or supplement thereto, and shall, severally and not jointly, without limitation as each Holder agrees to time, indemnify and hold harmless the Issuers and the Guarantors, their respective members, managers, directors, officers, agents and employees, each controlling person of the Issuers or any of the Guarantors and the members, managers, directors, officers, agents or employees of such controlling personsindemnity, to the fullest full extent lawfulpermitted by law, from the Company, its directors, officers and counsel and each Person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and all Losses, as incurred, arising out of or based upon expenses resulting from any untrue or alleged untrue statement of a material fact contained in any such the Registration Statement, preliminary prospectus, Statement or Prospectus or form of prospectus, or any amendment thereof or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein thereto or necessary to make the statements thereintherein not misleading, in the light of the circumstances under which they were made, not misleading to the extent, but only to the extent, that such untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from relates to any information with respect to such Holder so furnished in writing by such Holder specifically for inclusion in any Prospectus or Registration Statement (including any omissions with respect thereto); provided, however, that such Holder shall not be liable in any such case to the Issuers and extent that prior to the Guarantors filing of any such Registration Statement or Prospectus or amendment thereof or supplement thereto, such Holder has furnished in writing to the Company information expressly for use in any such Registration Statement, preliminary prospectus, Statement or Prospectus or form of prospectus, or any amendment thereof or supplement theretothereto which corrected or made not misleading information previously furnished to the Company. In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the proceeds received by such Holder's Maximum Contribution Amount (as defined below)Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Holders of Registrable Securities. In connection with Each Holder of any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, in which a Holder is participating, such Holder shall furnish to the Issuers and the Guarantors in writing such information as the Issuers and the Guarantors reasonably request for use in connection with any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, any amendment or supplement thereto, and Registrable Securities shall, severally and not jointly, without limitation as to timeby acceptance thereof, indemnify and hold harmless each other holder of any Registrable Securities, the Issuers Company, its directors and the Guarantors, their respective members, managers, directors, officers, each above-described underwriter who contracts with the Company or its agents and employeeseach other Person, each controlling person of if any, who controls the Issuers Company or such underwriter, against any liability, joint or several, to which any such other Holder, the Company, underwriter or any such director or officer of any such Person may become subject under the Guarantors and the membersSecurities Act or any other statute or at common law, managers, directors, officers, agents if such liability (or employees of such controlling persons, to the fullest extent lawful, from and against any and all Losses, as incurred, arising actions in respect hereof) arises out of or is based upon (i) the disposition by such Holder of such Registrable Securities in violation of the provisions of this Article VII, (ii) any untrue or alleged untrue statement of a any material fact contained in any registration statement under which securities were registered under the Securities Act at the request of such Registration StatementHolder, any preliminary prospectus, Prospectus prospectus or form of prospectusfinal prospectus contained therein, or any amendment or supplement thereto, or (iii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make statement(s) therein not misleading. Notwithstanding any other provision of this Section, the statements therein, indemnification rights set forth in this Section shall be given in the light case of the circumstances under which they were made, not misleading to the extent, but clause (ii) or (iii) only to the extent, that if such alleged untrue statement or alleged omission supplement thereto was made (1) in reliance upon and in conformity with information furnished to the Company by such Holdxx xxxressly stated for use therein, and (2) not based on the authority of an expert as to whom the holder had no reasonable ground to believe, and did not believe, that (A) the statements made on the authority of such expert were untrue statement of or (B) there was an omission to state a material fact fact. Such Holder shall reimburse the Company, such underwriter or such director, officer, other Person or other Holder for any reasonable legal fees incurred in investigating or defending any such liability; provided, however, that no Holder of Registrable Securities shall be required to indemnify any Person against any liability arising from any untrue or misleading statement or omission or alleged omission of a material fact is contained in any prospectus or omitted from for any information so furnished in writing liability which arises out of the failure of any Person to deliver a prospectus as required by the Securities Act; and provided further, that the obligations of such Holder of Registrable Securities for the indemnity hereunder shall be limited to an amount equal to the net proceeds received by such Holder of Registrable Securities upon disposition thereof and shall not extend to any settlement of claims related thereto without the Issuers and the Guarantors expressly for use in any Registration Statementexpress written consent of such Holder of Registrable Securities, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto. In no event which consent shall the liability of any selling Holder not be greater in amount than such Holder's Maximum Contribution Amount (as defined below)unreasonably withheld.

Indemnification by Holders of Registrable Securities. In connection with any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, registration pursuant to this Agreement in which a Holder of Registrable Securities is participating, such Holder shall furnish to the Issuers and the Guarantors in writing such information as the Issuers and the Guarantors reasonably request for use in connection with any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, any amendment or supplement thereto, and shallagrees, severally and not jointly, without limitation as to timeindemnify, indemnify protect and hold harmless the Issuers Company, its directors and the Guarantors, their respective members, managers, directors, officers, agents and employeesany underwriter, each controlling person other Holder so participating and each Person who "controls" the Company, such underwriter or other Holder (within the meaning of Section 15 of the Issuers Securities Act or any Section 20 of the Guarantors Exchange Act), and the members, managers, directors, officers, agents or employees all other Holders of such controlling persons, to the fullest extent lawfulRegistrable Securities so participating, from and against any losses, claims, damages, liabilities and all Lossesexpenses to which any of the foregoing Persons may become subject, under the Securities Act or otherwise, insofar as incurredsuch losses, arising claims, damages, liabilities and expenses arise out of or are based upon any an untrue or alleged untrue statement of a material fact contained in any Registration Statement under which such Registration StatementRegistrable Securities were registered under the Securities Act, preliminary prospectusor any preliminary, Prospectus final or form of prospectussummary prospectus contained therein, or any amendment or supplement thereto, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, not misleading to the extent, but only to the extent, that such untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained was made in or omitted from any reliance upon and in conformity with written information so furnished in writing by such Holder to the Issuers and the Guarantors expressly Company or any underwriter specifically for use in any inclusion therein such Registration Statement; provided, preliminary prospectushowever, Prospectus or form that the obligations of prospectus, or any amendment or supplement thereto. In no event each Holder shall be limited to an amount equal to the liability net proceeds received by such Holder upon sale of any selling Holder be greater in amount than its Registrable Securities pursuant to such Holder's Maximum Contribution Amount (as defined below)registration.

Indemnification by Holders of Registrable Securities. In connection with any Registration Statementregistration statement filed pursuant to this Agreement to effect a Registration, preliminary prospectus, Prospectus or form each Investor which is a holder of prospectus, or any amendment or supplement thereto, Registrable Securities participating in which a Holder is participating, such Holder shall furnish to the Issuers and the Guarantors in writing such information as the Issuers and the Guarantors reasonably request for use in connection with any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, any amendment or supplement thereto, and shallagrees, severally and not jointly, without limitation to (and, as a condition precedent to time, indemnify and hold harmless the Issuers and the Guarantors, their respective members, managers, directors, officers, agents and employees, each controlling person of the Issuers or any of the Guarantors and the members, managers, directors, officers, agents or employees filing of such controlling personsregistration statement, the Company may require an undertaking reasonably satisfactory to it from each such participating Investor and from any prospective underwriter therefor agreeing to) indemnify, to the fullest extent lawfulpermitted by law, from the Company, each officer of the Company who signs the registration statement, each director of the Company, and each Person who Controls the Company against any and all Losses, as incurred, arising Losses which arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, registration statement 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 or by any untrue or alleged untrue statement of a material fact included in any prospectus forming a part of such registration statement or preliminary prospectus or final prospectus, or any amendment or supplement thereof or any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading, to the extent, but only to the extent, that such untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information with respect to such Investor so furnished in writing to the Company by such Investor or its representative expressly for use therein; provided, however, that no such Investor shall be responsible for Losses in excess of the net proceeds to be received by such Investor from the sale of Registrable Securities covered by the applicable registration statement. The Company 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 with respect to such Persons so furnished in writing by such Holder to the Issuers and the Guarantors expressly Persons specifically for use inclusion in any Registration Statement, preliminary prospectus, Prospectus prospectus or form of prospectus, or any amendment or supplement thereto. In no event shall the liability of any selling Holder be greater in amount than such Holder's Maximum Contribution Amount (as defined below)registration statement.

Indemnification by Holders of Registrable Securities. In connection with any Registration Statement, preliminary prospectus, Prospectus or form Each selling holder of prospectus, or any amendment or supplement thereto, in which a Holder is participating, such Holder shall furnish to the Issuers and the Guarantors in writing such information as the Issuers and the Guarantors reasonably request for use in connection with any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, any amendment or supplement thereto, and shall, Registrable Securities will severally and not jointly, without limitation as in the event that any registration is being effected under the Securities Act pursuant to timethis Agreement of any Registrable Securities held by such selling holder, indemnify and hold harmless to the Issuers and fullest extent permitted by law the GuarantorsCompany, their respective members, managers, each of its directors, officers, employees, and agents and employees, each controlling person Person who controls the Company within the meaning of the Issuers or any of the Guarantors Securities Act and the memberseach Underwriter (if any), managers, directors, officers, agents or employees of such controlling persons, to the fullest extent lawful, from and against any losses, claims, judgments, damages, liabilities, or expenses (including reasonable costs of investigation and all Losseslegal expenses) whether joint or several, insofar as incurredsuch losses, arising claims, damages, liabilities, or expenses (or actions or proceedings in respect thereof, whether or not such indemnified party is a party thereto) arise out of or are based upon any untrue statement or alleged allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registration StatementRegistrable Securities was registered under the Securities Act, any preliminary prospectus, Prospectus final prospectus, or form of 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 omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereinstatement therein not misleading, in the light of the circumstances under which they were made, not misleading to the extent, but extent and only to the extent, extent that such untrue the statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained was made in or omitted from any reliance upon and in conformity with information so furnished in writing to the Company by such Holder to the Issuers and the Guarantors selling holder expressly for use therein, and shall reimburse the Company, 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 connection with investigation or defending any Registration Statementsuch loss, preliminary prospectusclaim, Prospectus damage, liability or form action. Each selling holder’s indemnification obligations hereunder shall be several and not joint and shall be limited to the amount of prospectus, any net proceeds actually received by such selling holder. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any amendment or supplement thereto. In no event shall the liability of any selling Holder be greater in amount than such Holder's Maximum Contribution Amount (as defined below)indemnified party.

Indemnification by Holders of Registrable Securities. In connection with any Registration Statement, preliminary prospectus, Prospectus or form Each selling holder of prospectus, or any amendment or supplement thereto, in which a Holder is participating, such Holder shall furnish to the Issuers and the Guarantors in writing such information as the Issuers and the Guarantors reasonably request for use in connection with any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, any amendment or supplement thereto, and shall, Registrable Securities will severally and not jointly, without limitation as in the event that any registration is being effected under the Securities Act pursuant to timethis Agreement of any Registrable Securities held by such selling holder, indemnify and hold harmless to the Issuers and fullest extent permitted by law the GuarantorsCompany, their respective members, managers, each of its directors, officers, employees, and agents and employees, each controlling person Person who controls the Company within the meaning of the Issuers or any of the Guarantors and the membersSecurities Act, managers, directors, officers, agents or employees of such controlling persons, to the fullest extent lawful, from and against any losses, claims, judgments, damages, liabilities, or expenses (including reasonable costs of investigation and all Losseslegal expenses) whether joint or several, insofar as incurredsuch losses, arising claims, damages, liabilities, or expenses (or actions or proceedings in respect thereof, whether or not such indemnified party is a party thereto) arise out of or are based upon any untrue statement or alleged allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registration StatementRegistrable Securities was registered under the Securities Act, any preliminary prospectus, Prospectus final prospectus, or form of 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 omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereintherein not misleading, in the light of the circumstances under which they were made, not misleading to the extent, but extent and only to the extent, extent that such untrue the statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained was made in or omitted from any reliance upon and in conformity with information so furnished in writing to the Company by such Holder to the Issuers and the Guarantors selling holder expressly for use therein, and shall reimburse the Company, 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 connection with investigation or defending any Registration Statementsuch loss, preliminary prospectusclaim, Prospectus damage, liability or form action. Each selling holder’s indemnification obligations hereunder shall be several and not joint and shall be limited to the amount of prospectus, any net proceeds actually received by such selling holder. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any amendment or supplement thereto. In no event shall the liability of any selling Holder be greater in amount than such Holder's Maximum Contribution Amount (as defined below)indemnified party.

Indemnification by Holders of Registrable Securities. In connection with any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Issuers and the Guarantors in writing such information as the Issuers and the Guarantors reasonably request for use in connection with any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall, severally and not jointly, without limitation as to time, indemnify and hold harmless the Issuers and the GuarantorsIssuers, their respective members, managers, directors, officers, agents and employees, each controlling person Person, if any, who controls either of the Issuers or any (within the meaning of Section 15 of the Guarantors Securities Act and Section 20(a) of the Exchange Act), and the members, managers, directors, officers, agents or employees of such controlling persons, to the fullest extent lawful, from and against any and all Losses, as incurred, Losses arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, prospectus or in any amendment or supplement theretothereto or in any preliminary prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading to the extent, but only to the extent, that such untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information so furnished in writing by such Holder to the Issuers and the Guarantors expressly for use in any Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement theretotherein. In no event shall the liability of any selling Holder be greater in amount than the dollar amount of the proceeds (net of payment of all expenses) received by such Holder's Maximum Contribution Amount (as defined below)Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.