Common use of Indemnification by Holders Clause in Contracts

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review), as incurred, arising solely out of or based solely upon any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, 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 omission is contained in any information so furnished in writing by such Holder or other Indemnifying Party to the Company specifically for inclusion in the Registration Statement or such Prospectus. Notwithstanding anything to the contrary contained herein, each Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review), as incurred, arising solely out of or based solely upon any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, 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 omission is contained in any information so furnished in writing by such Holder or other Indemnifying Party to the Company specifically for inclusion in the Registration Statement or such Prospectus. Notwithstanding anything to the contrary contained herein, each Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review)Losses, as incurred, arising solely out of or based solely upon any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, 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 omission is contained in any information so furnished in writing by such Holder or other Indemnifying Party to the Company specifically for inclusion in the Registration Statement or such Prospectus. Notwithstanding anything to the contrary contained herein, each Holder shall be liable under this Section 5(b) only for only the lesser of (a) the actual damages incurred or (b) that amount as does not exceed the net gross proceeds to such Holder as a result of the sale of his/her/its Registrable Securities pursuant to such Registration Statement.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its the directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review)Losses, as incurred, arising solely out of or based solely upon any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, 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 omission is contained in or omitted from any information so furnished in writing by such Holder or other Indemnifying Party to the Company specifically for inclusion in the Registration Statement or such ProspectusProspectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus. Notwithstanding anything to the contrary contained herein, each the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its the directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review)Losses, as incurred, arising solely out of or based solely upon any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, 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 omission is contained in any information so furnished in writing by such Holder or other Indemnifying Party to the Company specifically for inclusion in the Registration Statement or such Prospectus. Notwithstanding anything Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or to the contrary contained herein, each Holder shall be liable under this Section 5(b) for only extent that amount as does not exceed the net proceeds such information relates to such Holder as a result or such Holder's proposed method of the sale distribution of Registrable Securities pursuant to and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review)Losses, as incurred, arising solely out of or based solely upon any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, 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 omission is contained in any information so furnished in writing by such Holder or other Indemnifying Party to the Company specifically for inclusion in the Registration Statement or such Prospectus. Notwithstanding anything to the contrary contained herein, each Holder shall be liable under this Section 5(b) only for only the lesser of (a) the actual damages incurred or (b) that amount as does not exceed the net gross proceeds to such Holder as a result of the sale of his/her/its Registrable Securities pursuant to such Registration Statement.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review)Losses, as incurred, arising solely out of or based solely upon upon: (x) such Holder's failure to comply with the prospectus delivery requirements of the Securities Act to the extent that delivery of such Prospectus would have avoided such Loss or (y) any untrue or alleged untrue statement of a material fact contained in the any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising solely out of or based solely upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, 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 statements or omission is contained in any omissions are based solely upon information so regarding such Holder furnished in writing to the Company by such Holder or other Indemnifying Party to expressly for use therein. In no event shall the Company specifically for inclusion liability of any selling Holder hereunder be greater in amount than the Registration Statement or such Prospectus. Notwithstanding anything to the contrary contained herein, each Holder shall be liable under this Section 5(b) for only that dollar amount as does not exceed of the net proceeds to received by such Holder as a result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its the directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review)Losses, as incurred, arising solely out of or based solely upon any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, 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 omission is contained in or omitted from any information so furnished in writing by such Holder or other Indemnifying Party to the Company specifically for inclusion in the Registration Statement or such ProspectusProspectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus. Notwithstanding anything to the contrary contained herein, each the Holder shall be liable under this Section 5(b6(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review)Losses, as incurred, arising solely out of or based solely upon any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, 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 omission is contained in any information so furnished in writing by such Holder or other Indemnifying Party to the Company specifically for inclusion in the Registration Statement or such Prospectus. Notwithstanding anything to the contrary contained herein, each Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by Holders. Each Holder shall, severally and but not jointly, indemnify and hold harmless the CompanyParent, its directors, officers, agents and employees, each Person person or entity who controls the Company Parent (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and employees of such controlling Personspersons or entities, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review), as incurred, arising solely out of or based solely upon any untrue statement of a material fact contained in a registration statement applicable to the Registration StatementRegistrable Securities, any Prospectusprospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus prospectus or form of prospectus or supplement thereto, 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 omission is contained in any information so furnished in writing by such Holder or other Indemnifying Party to the Company Parent specifically for inclusion in a registration statement applicable to the Registration Statement Registrable Securities or such Prospectus. Notwithstanding anything to the contrary contained herein, each Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statementprospectus.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its the directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review)Losses, as incurred, arising solely out of or based solely upon any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, 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 omission is contained in any information so furnished in writing by such Holder or other Indemnifying Party to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus. Notwithstanding anything to the contrary contained herein, each the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by Holders. Each The Holder shall, severally and not jointly, indemnify and hold harmless the Company, its the directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review)Losses, as incurred, arising solely out of or based solely upon any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, 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 omission is contained in or omitted from any information so furnished in writing by such Holder or other Indemnifying Party to the Company specifically for inclusion in the Registration Statement or such ProspectusProspectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus. Notwithstanding anything to the contrary contained herein, each the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by Holders. Each In connection with any Registration Statement in which a Holder shallis participating, severally such Holder will furnish to the Company in writing such information as the Company reasonably requests for use in connection with any Registration Statement, Prospectus or preliminary prospectus and not jointly, will indemnify and hold harmless harmless, to the fullest extent permitted by law, the Company, its directors, directors and officers, agents and employees, each Person person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and or employees of such controlling Persons, to the fullest extent permitted by applicable lawpersons, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review), as incurred, arising solely out of or based solely upon any untrue statement of a material fact contained in the any Registration Statement, any Prospectus, Prospectus or any form of prospectus, preliminary prospectus or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, 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 omission is contained in any information so furnished in writing by such Holder or other Indemnifying Party to the Company specifically for inclusion use in such Registration Statement, Prospectus or preliminary prospectus and was relied upon by the Company in the preparation of such Registration Statement Statement, Prospectus or such Prospectuspreliminary prospectus. Notwithstanding anything to In no event will the contrary contained herein, each liability of any selling Holder shall hereunder be liable under this Section 5(b) for only that greater in amount as does not exceed than the net dollar amount of the proceeds to received by such Holder as a result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review), as incurred, arising solely out of or based solely upon any untrue statement of a material fact contained in the any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, 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 omission is contained in any information so furnished in writing by such Holder or other Indemnifying Party to the Company specifically for inclusion in the any Registration Statement or such Prospectus. Notwithstanding anything to the contrary contained herein, each Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by Holders. Each In connection with any registration statement in which a Holder shallis participating, severally each such Holder will furnish to the Company in writing such information with respect to such Holder as the Company reasonably requests for use in connection with any such registration statement or prospectus and not jointlyagrees to indemnify, indemnify and hold harmless to the extent permitted by law, the Company, its directors, officers, agents directors and employees, officers and each Person who controls the Company (within the meaning of Section 15 of the Securities Act 1933 Xxx) xxainst any losses, claims, damages, liabilities and Section 20 of the Exchange Act), and the directors, officers, agents and employees of such controlling Persons, to the fullest extent permitted by applicable law, expenses resulting from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal any untrue or review), as incurred, arising solely out of or based solely upon any alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, omission or arising solely out of or based solely upon any alleged omission of a material fact required to be stated therein in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein (in the case of any Prospectus or form of a prospectus or supplement theretopreliminary prospectus, 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 omission is contained in any information with respect to such Holder so furnished in writing by such Holder or other Indemnifying Party to the Company specifically for inclusion in the Registration Statement or such ProspectusHolder. Notwithstanding anything to the contrary contained hereinforegoing, the liability of each such Holder shall be liable under this Section 5(b7.(b) for only that shall be limited to an amount as does not exceed equal to the net proceeds to such Holder as a result initial public offering price of the sale Registrable Stock sold by such Holder, unless such liability arises out of Registrable Securities pursuant to or is based on willful misconduct of such Registration StatementHolder.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its the directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act), and the directors, officers, agents and or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review)Losses, as incurred, arising solely out of or based solely upon any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form Form of prospectus, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form Form of prospectus or supplement thereto, 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 omission is contained in any information so furnished in writing by such Holder or other Indemnifying Party to the Company specifically for inclusion in the Registration Statement or such ProspectusProspectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such Form of prospectus. Notwithstanding anything to the contrary contained herein, each a Holder shall be liable under this Section 5(b6(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by Holders. Each Holder shall, severally and not ---------------------------- jointly, indemnify and hold harmless the Company, its the directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review)Losses, as incurred, arising solely out of or based solely upon any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, 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 omission is contained in any information so furnished in writing by such Holder or other Indemnifying Party to the Company specifically for inclusion in the Registration Statement or such Prospectus. Notwithstanding anything Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or to the contrary contained herein, each Holder shall be liable under this Section 5(b) for only extent that amount as does not exceed the net proceeds such information relates to such Holder as a result or such Holder's proposed method of the sale distribution of Registrable Securities pursuant to and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus.

Indemnification by Holders. Each In connection with any registration statement in which a Holder shallis participating, each such Holder 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 any such registration statement or prospectus and agrees to indemnify, severally and not jointly, indemnify and hold harmless to the fullest extent permitted by law, the Company, its directors, officers, directors and agents and employeeseach person, each Person if any, who controls the Company (within the meaning of Section 15 of the Securities Act Act) against any and Section 20 of the Exchange Act)all losses, claims, damages, liabilities and the directors, officers, agents and employees of such controlling Persons, to the fullest extent permitted by applicable law, expenses resulting from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal any untrue or review), as incurred, arising solely out of or based solely upon any alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, omission or arising solely out of or based solely upon any alleged omission of a material fact required to be stated therein in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement theretoa prospectus, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue or alleged untrue statement or omission is contained in or omitted from, as the case may be, any information or affidavit with respect to such Holder so furnished in writing by such Holder or other Indemnifying Party to the Company specifically for inclusion use in the Registration Statement or Statement. Each Holder also shall indemnify any underwriters of the Registrable Securities, their officers and directors and each person who controls such Prospectus. Notwithstanding anything underwriters (within the meaning of the Securities Act) to the contrary contained herein, each Holder shall be liable under this Section 5(b) for only that amount same extent as does not exceed provided above with respect to the net proceeds to such Holder as a result indemnification of the sale of Registrable Securities pursuant to such Registration StatementCompany.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its the directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review)Losses, as incurred, arising solely out of or based solely upon any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, 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 omission is contained in any information so furnished in writing by such Holder or other Indemnifying Party to the Company specifically for inclusion in the Registration Statement or such Prospectus. Notwithstanding anything Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or to the contrary contained herein, each Holder shall be liable under this Section 5(b) for only extent that amount as does not exceed the net proceeds such information relates to such Holder as a result or such Holder's proposed method of the sale distribution of Registrable Securities pursuant to and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus.

Indemnification by Holders. Each Holder shall, notwithstanding any termination of this Agreement, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review)Losses, as incurred, arising solely out of or based solely upon any untrue statement of a material fact contained in the any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, misleading to the extent, but only to the extentextent that, that (1) such untrue statement statements or omission is contained in any omissions are based solely upon information so regarding such Holder or its intended method of distribution furnished in writing to the Company by such Holder expressly for use therein, or other Indemnifying Party (2) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v), the use by such Holder of an outdated or defective Prospectus after such Holder has received actual notice in writing that the Prospectus is outdated or defective and prior to the Company specifically for inclusion in the Registration Statement receipt by such Holder of an Advice or such an amended or supplemented Prospectus. Notwithstanding anything to In no event shall the contrary contained herein, each liability of any selling Holder shall hereunder be liable under this Section 5(b) for only that greater in amount as does not exceed than the dollar amount of the net proceeds to received by such Holder as a result of 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 and shall survive the transfer of the Registrable Securities by the Purchasers pursuant to such Registration StatementSection 6(e).

Indemnification by Holders. Each In connection with any Registration Statement in which a Holder shallis participating, severally such Holder will furnish to the Company and not jointlyOPCO in writing such information as the Company and OPCO reasonably request for use in connection with any Registration Statement, indemnify Prospectus or preliminary prospectus and hold harmless will indemnify, to the Companyfullest extent permitted by law, its directorsthe Company and OPCO, their respective directors and officers, agents and employees, each Person person who controls the Company and OPCO (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and or employees of such controlling Persons, to the fullest extent permitted by applicable lawpersons, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review), as incurred, arising solely out of or based solely upon any untrue statement of a material fact contained in the any Registration Statement, any Prospectus, Prospectus or any form of prospectus, preliminary prospectus or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, 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 omission is contained in any information so furnished in writing by such Holder or other Indemnifying Party to the Company specifically and OPCO expressly for inclusion use in such Registration Statement, Prospectus or preliminary prospectus and was relied upon by the Company and OPCO in the preparation of such Registration Statement Statement, Prospectus or such Prospectuspreliminary prospectus. Notwithstanding anything to In no event will the contrary contained herein, each liability of any selling Holder shall hereunder be liable under this Section 5(bgreater in amount than the dollar amount of the proceeds (net of payment of all expenses) for only that amount as does not exceed the net proceeds to received by such Holder as a result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review), as incurred, arising solely out of or based solely upon any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, 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 omission is contained in any information so furnished in writing by such Holder or other Indemnifying Party to the Company specifically for inclusion in the Registration Statement or such Prospectus. Notwithstanding anything to the contrary contained herein, each Holder in no event shall be liable any indemnity under this Section 5(b) for only that amount as does not exceed the net proceeds to actually received by such Holder as a result of the sale of Registrable Securities pursuant to such a Registration Statement.

Indemnification by Holders. Each Holder shall, agrees severally and not jointly, jointly to indemnify and hold harmless the Company, Company and its directors, respective directors and officers, agents and employeeseach person, each Person if any, who controls the Company (within the meaning of either Section 15 of the Securities Act and or Section 20 of the Exchange Act), and the directors, officers, agents and employees of such controlling Persons, to the fullest extent permitted by applicable law) or any other Holder, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review), as incurred, arising solely out of or based solely upon any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement, Statement or Prospectus or in any Prospectus, amendment or supplement thereto or in any form of preliminary prospectus, or arising solely out of or based solely upon any omission of or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, 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 or omission is contained or alleged omission was made in any reliance upon and in conformity with information so furnished in writing to the Company by such Holder or other Indemnifying Party to the Company specifically expressly for inclusion use in the such Registration Statement or such ProspectusProspectus or amendment or supplement thereto. Notwithstanding anything to In no event shall the contrary contained herein, each liability of any Holder shall hereunder be liable under this Section 5(b) for only that greater in amount as does not exceed than the net dollar amount of the proceeds to received by such Holder as a result of upon the sale of the Registrable Securities pursuant to the Registration Statement giving rise to such Registration Statementindemnification obligation.

Indemnification by Holders. Each Holder shall, severally and not jointlyjointly with the other Holders, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review), as incurred, arising solely out of or based solely upon (i) such Holder's failure to comply with the prospectus delivery requirements of the Securities Act, (ii) any untrue statement of a material fact contained in the Registration Statement, any Prospectusor omission, or alleged untrue statement or omission, made in any form of prospectusRegistration Statement (or any amendment thereto), preliminary prospectus or arising solely out of Prospectus (or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus amendment or supplement thereto, ) that was made in the light of the circumstances under which they were made) not misleading, reliance upon and in conformity with written information furnished to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing Company by such Holder expressly for use in such Registration Statement (or other Indemnifying Party any amendment thereto), preliminary prospectus or Prospectus (or any amendment or supplement thereto) or (iii) the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the Company specifically for inclusion receipt by such Holder of the Advice contemplated in Section 6(e). In no event shall the Registration Statement or such Prospectus. Notwithstanding anything to liability of any selling Holder hereunder be greater in amount than the contrary contained herein, each Holder shall be liable under this Section 5(b) for only that dollar amount as does not exceed of the net proceeds to received by such Holder as a result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Holders. Each In connection with any Registration Statement in which a Holder is participating, such Holder shall, without limitation as to time, severally and not jointly, jointly and severally indemnify and hold harmless harmless, to the Companyfull extent permitted by law, the Corporation, its shareholders, directors, officers, agents and employees, any other Person acting on behalf of the Corporation, each Person who controls the Company Corporation (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), ) and the shareholders, members, partners, directors, officers, agents and or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against any and all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review), as incurred, arising solely out of or based solely upon any untrue or alleged untrue statement of a material fact contained in such Registration Statement or the Registration Statement, related Prospectus or any Prospectusamendment or supplement thereto, or any form of preliminary prospectus, or arising solely out of or based solely upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement theretoa Prospectus, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue or alleged untrue statement or omission or alleged omission is contained in based upon any information so furnished in writing by or on behalf of such Holder or other Indemnifying Party to the Company specifically Corporation expressly for inclusion use in the such Registration Statement or such Prospectus. Notwithstanding anything to the contrary contained herein, each Holder shall be liable Each Holder’s indemnity obligations under this Section 5(b8 shall be limited to the total sales proceeds (net of all underwriting discounts and commissions) for only that amount as does not exceed the net proceeds to actually received by such Holder as a result of in connection with the sale of Registrable Securities pursuant to such Registration Statementapplicable offering.

Indemnification by Holders. Each Holder shallagrees, severally and not jointly, to indemnify and hold harmless harmless, the Company, its the directors, officersand officers of the Company and each Person, agents and employeesif any, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act), and the directors, officers, agents and employees of such controlling Persons, to the fullest same extent permitted by applicable law, as the foregoing indemnity contained in Section 8.1 from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject the Company to appeal or review)the Holders, as incurred, arising solely out of or based solely upon any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or arising solely out of or based solely upon any omission of a material fact required but only with respect to be stated therein or necessary information relating to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, such Holder furnished to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished Company in writing by such Holder expressly for use in any Registration Statement, Prospectus or other Indemnifying Party to the Company specifically for inclusion in the Registration Statement preliminary prospectus or such Issuer Free Writing Prospectus, or any amendment or supplement thereto. Notwithstanding anything to the contrary contained herein, each Holder shall be liable under provisions of this Section 5(b) for only that 8.2 or Section 8.4 below, in no event shall any Holder be required to indemnify any person pursuant to this Article VIII or to contribute pursuant to Section 8.4 below in any amount as does not exceed in excess of the net proceeds to amount by which the amount received by such Holder as a result of the with respect to its sale of Registrable Securities pursuant to any Registration Statement exceeds the amount of any damages that such Registration StatementHolder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission made in connection with such sale.

Indemnification by Holders. Each Holder shall, notwithstanding any termination of this Agreement, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review)Losses, as incurred, arising solely out of or based solely upon any untrue statement of a material fact contained in the any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, misleading to the extent, but only to the extentextent that, that (1) such untrue statement statements or omission is contained in any omissions are based solely upon information so regarding such Holder or its intended method of distribution furnished in writing to the Company by such Holder expressly for use therein, or other Indemnifying Party (2) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v), the use by such Holder of an outdated or defective Prospectus after such Holder has received actual notice in writing that the Prospectus is outdated or defective and prior to the Company specifically for inclusion in the Registration Statement receipt by such Holder of an Advice or such an amended or supplemented Prospectus. Notwithstanding anything to In no event shall the contrary contained herein, each liability of any selling Holder shall hereunder be liable under this Section 5(b) for only that greater in amount as does not exceed than the dollar amount of the net proceeds to received by such Holder as a result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review), as incurred, (i) arising solely out of or based solely upon any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, 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 omission is contained in any information so furnished in writing by such Holder or other Indemnifying Party to the Company specifically for inclusion in the Registration Statement or such Prospectus, or (ii) arising out of any failure by such Holder to comply with such Holder’s obligations under Section 3(m) to discontinue dispositions of Registrable Securities after receipt of notice from the Company to do so under the circumstances therein provided. Notwithstanding anything to the contrary contained herein, each Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review), as incurred, arising solely out of or based solely upon any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, 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 omission is contained in any information so furnished in writing by such Holder or other Indemnifying Party to the Company specifically for inclusion in the Registration Statement or such Prospectus. Notwithstanding anything to the contrary contained herein, each Holder the Holders shall be liable under this Section 5(b) for only that amount as does not exceed the lesser of (i) the dollar amount of the net proceeds to received by such Holder as a result of upon the sale of the Registrable Securities giving rise to such indemnification obligation and (ii) the aggregate purchase price paid by the Holder for the Shsares pursuant to such Registration Statementthe Purchase Agreement.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review)Losses, as incurred, arising solely out of or are based solely upon any untrue or alleged untrue statement of a material fact contained in the any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising solely out of or based solely upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus Prospectus, or any form of prospectus or supplement thereto, 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 statements or omission is contained in any omissions are based solely upon information so regarding such Holder (including such Holder’s proposed method of distribution of Registrable Securities) furnished in writing to the Company by such Holder or other Indemnifying Party to expressly for use therein. In no event shall the Company specifically for inclusion liability of any selling Holder hereunder be greater in amount than the Registration Statement or such Prospectus. Notwithstanding anything to the contrary contained herein, each Holder shall be liable under this Section 5(b) for only that dollar amount as does not exceed of the net proceeds to received by such Holder as a result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review)Losses, as incurred, arising solely out of or based solely upon (i) any breach of this Agreement by such Holder and (ii) any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, 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 omission is contained in any information (including the plan of distribution) so furnished or approved in writing by such Holder or other Indemnifying Party to the Company specifically for inclusion in the Registration Statement or such Prospectus. Notwithstanding anything to the contrary contained herein, each Holder shall be liable under this Section 5(b6(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by Holders. Each Holder shallagrees, severally and not jointly, to indemnify and hold harmless harmless, the Company, its the directors, officersand officers of the Company and each Person, agents and employeesif any, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act), and the directors, officers, agents and employees of such controlling Persons, to the fullest same extent permitted by applicable law, as the foregoing indemnity contained in Section 6.1 from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject the Company to appeal or review)the Holders, as incurred, arising solely out of or based solely upon any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or arising solely out of or based solely upon any omission of a material fact required but only with respect to be stated therein or necessary information relating to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, such Holder furnished to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished Company in writing by such Holder or other Indemnifying Party to the Company specifically expressly for inclusion use in the Initial Registration Statement Statement, Prospectus or such preliminary prospectus or Issuer Free Writing Prospectus, or any amendment or supplement thereto. Notwithstanding anything to the contrary contained herein, each Holder shall be liable under provisions of this Section 5(b) for only that 6.2 or Section 6.4 below, in no event shall any Holder be required to indemnify any person pursuant to this Article VI or to contribute pursuant to Section 6.4 below in any amount as does not exceed in excess of the net proceeds to amount by which the amount received by such Holder as a result of the with respect to its sale of Registrable Securities pursuant to the Initial Registration Statement exceeds the amount of any damages that such Registration StatementHolder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission made in connection with such sale.

Indemnification by Holders. Each In connection with any offering in which a Holder shallis participating pursuant to Section 3 or 4 hereof, such Holder agrees severally (and not jointly, ) to indemnify and hold harmless the Company, its partners, directors, officers, agents and Affiliates, stockholders, members, managers, employees, agents, trustees, the other Holders, any underwriter retained by the Company and each Person who controls the Company Company, the other Holders or such underwriter (within the meaning of Section 15 of the Securities Act and Section 20 Act) to the same extent as the foregoing indemnity from the Company to the Holders (including indemnification of the Exchange Act)their respective partners, and the directors, officers, agents Affiliates, stockholders, members, employees, trustees and employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review), as incurred, arising solely out of or based solely upon any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, extent that such untrue Liabilities arise out of or are based upon a statement or alleged statement or an omission is contained or alleged omission that was made in any reliance upon and in conformity with information so with respect to such Holder furnished in writing to the Company by or on behalf of such Holder expressly for use in such Disclosure Package, Registration Statement, Prospectus, Free Writing Prospectus or such amendment or supplement thereto, including, without limitation, the information furnished to the Company pursuant to Section 6(c) hereof; provided, however, that the total amount to be indemnified by such Holder or other Indemnifying Party pursuant to the Company specifically for inclusion in the Registration Statement or such Prospectus. Notwithstanding anything to the contrary contained herein, each Holder this Section 8(b) shall be liable under this Section 5(b) for only that amount as does not exceed limited to the net proceeds to (after deducting underwriters’ discounts and commissions) received by such Holder as a result of in the sale of Registrable Securities pursuant offering to which such Disclosure Package, Registration Statement, Prospectus, Free Writing Prospectus or such amendment or supplement thereto relates.

Indemnification by Holders. Each selling Holder shall, severally and but not jointly, jointly agrees to indemnify and hold harmless the Company, its directorseach Underwriter, officersthe other selling Holders and the Blackstone Investors, agents and employeeseach of their respective partners, managers, officers and employees (including each Person officer of the Company who signed the Registration Statement), and each Person, if any, who controls the Company (Company, any Underwriter or any other selling Holder or the Blackstone Investors within the meaning of Section 15 of the Securities Act Act, against any and all losses, liabilities, claims, damages, judgments and expenses described in the indemnity contained in paragraph (a) of this Section 20 (provided that any settlement of the Exchange Act), and type described therein is effected with the directors, officers, agents and employees written consent of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or reviewselling Holder), as incurred, arising solely out of but only with respect to untrue statements or based solely upon any alleged untrue statement statements of a material fact contained in the any Registration Statement, any ProspectusStatement or Prospectus or omissions, or any form of prospectus, or arising solely out of or based solely upon any omission alleged omissions therefrom of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement theretotherein, 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 omission is contained in any such case made in reliance upon and in conformity with written information so furnished in writing by such Holder or other Indemnifying Party to the Company specifically by such selling Holder expressly for inclusion use in the such Registration Statement (or any amendment thereto) or such Prospectus. Notwithstanding anything to the contrary contained herein, each Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration StatementProspectus (or any amendment or supplement thereto).

Indemnification by Holders. Each Holder shall, severally and but not jointly, indemnify and hold harmless the CompanyParent, its directors, officers, agents and employees, each Person person or entity who controls the Company Parent (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and employees of such controlling Personspersons or entities, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review), as incurred, arising solely out of or based solely upon any untrue statement of a material fact contained in a registration statement applicable to the Registration StatementRegistrable Securities, any Prospectusprospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus prospectus or form of prospectus or supplement thereto, 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 omission is contained in any information so furnished in writing by such a Holder or other Indemnifying Party to the Company Parent specifically for inclusion in a registration statement applicable to the Registration Statement Registrable Securities or such Prospectus. Notwithstanding anything to the contrary contained herein, each Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statementprospectus.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review)Losses, as incurred, arising solely out of or based solely upon any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, 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 omission is contained in any information so furnished in writing by such Holder or other Indemnifying Party to the Company specifically for inclusion in the Registration Statement or such Prospectus. Notwithstanding anything to the contrary contained herein, each Holder shall be liable under this Section 5(b) only for only the lesser of (a) the actual damages incurred or (b) that amount as does not exceed the net gross proceeds to such Holder as a result of the sale of his, her or its Registrable Securities pursuant to such Registration Statement.

Indemnification by Holders. Each Holder shall, severally jointly and not jointlyseverally, indemnify and hold harmless the Company, its officers, directors, officers, agents and employees, each Person person who controls the Company (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act), and the officers, directors, officers, agents and employees of each such controlling Personsperson, to the fullest extent permitted by applicable law, from and against any and all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review)Losses, as incurred, to the extent arising solely out of or based solely upon upon: (1) any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus, Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising solely out of or based solely upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, 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 omission is contained in any information so furnished in writing by such Holder or other Indemnifying Party to the Company specifically for inclusion in the Registration Statement or such Prospectus. Notwithstanding anything to Prospectus expressly for use therein, or (2) the contrary contained herein, each Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to use by such Holder as a result of an outdated or defective Prospectus; provided that such use by the Holder is after the Company has notified such Holder in writing that the Prospectus is outdated or defective including after receipt by such Holder of the sale of Registrable Securities pursuant to such Registration StatementAdvice contemplated in Section 6(b) or the Suspension Certificate contemplated in Section 6(d).

Indemnification by Holders. Each Holder shall, severally and not jointly, participating in such registration will indemnify and hold harmless the Company, each of its directors, officerseach of its officers and each other person, agents and employeesif any, each Person who controls the Company (Company, within the meaning of Section 15 of the Securities Act (collectively, the "Company Indemnitees" and, individually, a "Company Indemnitee") and Section 20 each other Holder Indemnitee against all losses, claims, damages or liabilities, joint or several, to which any of the Exchange Act)Company Indemnitees or the other Holder Indemnitees may become subject under the Securities Act or otherwise, and the directorsinsofar as such losses, officersclaims, agents and employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses damages or liabilities (as determined by a court of competent jurisdiction or actions in a final judgment not subject to appeal or review), as incurred, arising solely respect thereof) arise out of or are based solely upon any untrue statement or alleged untrue statement of a any material fact contained in the such Registration Statement, any Prospectusor Prospectus contained therein, or any form of prospectusamendment or supplement thereto, or arising solely arise out of or are based solely upon any the omission of or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, but only if, and to the extentextent that, but only to the extent, that such untrue statement or omission is contained was in any reliance upon and in conformity with information so furnished in writing to the Company by such Holder or other Indemnifying Party to the Company specifically for inclusion use in the Registration Statement or such Prospectus. Notwithstanding anything to the contrary contained herein, each Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statementpreparation thereof.

Indemnification by Holders. Each Holder shall, notwithstanding any termination of this Agreement, severally and not jointly, indemnify and hold harmless the Company, its the Guarantors, their respective directors, officers, agents and employees, each Person who controls the Company or the Guarantors (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review)Losses, as incurred, arising solely out of or based solely upon any untrue statement of a material fact contained in the any Registration Statement, any Prospectus, or any form of prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or in any amendment or supplement thereto, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus Prospectus, or any form of prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) or supplement thereto, 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 statements or omission is contained in any omissions are based solely upon information so regarding such Holder furnished in writing to the Company by such Holder or other Indemnifying Party to the Company specifically for inclusion in the Registration Statement Questionnaire or such Prospectusotherwise expressly for use therein. Notwithstanding anything to In no event shall the contrary contained herein, each liability of any selling Holder shall hereunder be liable under this Section 5(b) for only that greater in amount as does not exceed than the dollar amount of the net proceeds to received by such Holder as a result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Holders. Each Holder shall, severally and not -------------------------- jointly, indemnify and hold harmless the Company, its the directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review), as incurred, arising solely out of or based solely upon any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, 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 omission is contained in any information so furnished in writing by such Holder or other Indemnifying Party to the Company specifically for inclusion in the Registration Statement or such Prospectus. Notwithstanding anything Prospectus or to the contrary contained herein, each Holder shall be liable under this Section 5(b) for only extent that amount as does not exceed the net proceeds such information relates to such Holder as a result or such Holder's proposed method of distribution of Registrable Securities. In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the gross proceeds received by such Holder upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review)Losses, as incurred, arising solely out of or based solely upon any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, 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 omission is contained in any information so furnished in writing by such Holder Holder, its legal counsel or other Indemnifying Party to the Company specifically for inclusion in the Registration Statement or such Prospectus. Notwithstanding anything to the contrary contained herein, each Holder shall be liable under this Section 5(b) only for only the lesser of (a) the actual damages incurred or (b) that amount as does not exceed the net gross proceeds to such Holder as a result of the sale of his/her/its Registrable Securities pursuant to such Registration Statement.

Indemnification by Holders. Each In connection with any offering in which a Holder shallis participating pursuant to Section 3 or 4 hereof, such Holder agrees severally (and not jointly, ) to indemnify and hold harmless the CompanyCompany and each other Holder and their respective partners, its directors, officers, agents and managers, employees, agents, trustees, the other Holders, any underwriter retained by the Company and each Person who controls the Company Company, the other Holders or such underwriter (within the meaning of Section 15 of the Securities Act and Section 20 Act) to the same extent as the foregoing indemnity from the Company to the Holders (including indemnification of the Exchange Act)their respective partners, and the directors, officers, agents Affiliates, stockholders, members, employees, trustees and employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review), as incurred, arising solely out of or based solely upon any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, extent that such untrue Liabilities arise out of or are based upon a statement or alleged statement or an omission is contained or alleged omission that was made in any reliance upon and in conformity with information so with respect to such Holder furnished in writing to the Company by or on behalf of such Holder expressly for use in such Disclosure Package, Registration Statement, Prospectus, or such amendment or supplement thereto, including, without limitation, the information furnished to the Company pursuant to Sections 6(a) and (6(c) hereof; provided, however, that the aggregate amount to be indemnified by any Holder pursuant to this Section 8(b) and contributed by any Holder pursuant to Section 8(d) shall be limited to the net proceeds (after deducting underwriters’ discounts and commissions) received by such Holder or other Indemnifying Party to the Company specifically for inclusion in the offering to which such Disclosure Package, Registration Statement Statement, Prospectus or such Prospectus. Notwithstanding anything to the contrary contained herein, each Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statementamendment or supplement thereto relates.

Indemnification by Holders. Each Holder shallshall severally, severally pro rata based on and limited by its relative ownership of Registrable Securities, and not jointlyjointly with each other Holder, indemnify and hold harmless the CompanyCompany and its officers, its directors, officersagents, agents partners, members, stockholders and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act), ) and the officers, directors, officers, agents and employees of each such controlling PersonsPerson, to the fullest extent permitted by applicable law, from and against any and all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review), as incurred, arising solely out of or based solely upon relating to any untrue statement of a material fact contained in the any Registration Statement, any Prospectus, Statement or any form of Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising solely out of or based solely upon relating to any omission of a material fact required to be stated therein or necessary to make the statements therein (or in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) , not misleading, to the extent, but only to the extent, extent that such untrue statement statements or omission is contained in any omissions are based upon information so regarding such Holder furnished in writing by such Holder or other Indemnifying Party to the Company specifically for inclusion in use therein. In no event shall the Registration Statement or such Prospectus. Notwithstanding anything to the contrary contained herein, each liability of any selling Holder shall be liable under this Section 5(b) for only that amount as does not hereunder exceed the net proceeds to received by such Holder as a result of upon the sale of Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation (except in the case of fraud or willful misconduct).

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review)Losses, as incurred, arising solely out of or based solely upon upon: (x) such Holder’s failure to comply with the prospectus delivery requirements of the Securities Act to the extent that delivery of such Prospectus would have avoided such Loss or (y) any untrue or alleged untrue statement of a material fact contained in the any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising solely out of or based solely upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, 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 statements or omission is contained in any omissions are based solely upon information so regarding such Holder furnished in writing to the Company by such Holder or other Indemnifying Party to expressly for use therein. In no event shall the Company specifically for inclusion liability of any selling Holder hereunder be greater in amount than the Registration Statement or such Prospectus. Notwithstanding anything to the contrary contained herein, each Holder shall be liable under this Section 5(b) for only that dollar amount as does not exceed of the net proceeds to received by such Holder as a result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Holders. Each Holder shall, severally and not -------------------------- jointly, indemnify and hold harmless the Company, its the directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review)Losses, as incurred, arising solely out of or based solely upon any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, 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 omission is contained in or omitted from any information so furnished in writing by such Holder or other Indemnifying Party to the Company specifically for inclusion in the Registration Statement or such ProspectusProspectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus. Notwithstanding anything to the contrary contained herein, each the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by Holders. Each Holder shall, severally and not jointly, participating in such registration shall indemnify and hold harmless the Company, each of its directors, officerseach of its officers and each other person, agents and employeesif any, each Person who controls the Company (Company, within the meaning of Section 15 of the Securities Act (collectively, the "Company Indemnitees" and, individually, a "Company Indemnitee") and Section 20 each other Holder Indemnitee against all losses, claims, damages or liabilities, joint or several, to which any of the Exchange Act)Company Indemnitees or the other Holder Indemnitees may become subject under the Securities Act or otherwise, and the directorsinsofar as such losses, officersclaims, agents and employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses damages or liabilities (as determined by a court of competent jurisdiction or actions in a final judgment not subject to appeal or review), as incurred, arising solely respect thereof) arise out of or are based solely upon any untrue statement or alleged untrue statement of a any material fact contained in the such Registration Statement, any Prospectusor Prospectus contained therein, or any form of prospectusamendment or supplement thereto, or arising solely arise out of or are based solely upon any the omission of or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, but only if, and to the extentextent that, but only to the extent, that such untrue statement or omission is contained was in any reliance upon and in conformity with information so furnished in writing to the Company by such Holder or other Indemnifying Party to the Company specifically for inclusion use in the Registration Statement or such Prospectus. Notwithstanding anything to the contrary contained herein, each Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statementpreparation thereof.

Indemnification by Holders. Each Holder shall, severally and not jointly, if Registrable Securities held by or issuable to such Holder are included in the securities as to which such registration is being effected, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review)Losses, as incurred, arising solely out of or based solely upon upon: (x) such Holder's failure to deliver the Prospectus provided to it by the Company in compliance with the prospectus delivery requirements of the Securities Act or (y) any untrue statement of a material fact contained in the any Registration Statement, any Prospectus, or any form of prospectusProspectus, or arising solely out of in any amendment or based solely upon supplement thereto, or any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, misleading to the extent, but only to the extentextent that, that (1) such untrue statement statements or omission omissions is contained made in such Registration Statement or Prospectus in reliance upon and in conformity with written information furnished to the Company by a Holder specifically for use therein. In no event shall the liability of any information so furnished selling Holder hereunder be greater in writing amount than the dollar amount of the net proceeds received by such Holder or other Indemnifying Party to the Company specifically for inclusion in the Registration Statement or such Prospectus. Notwithstanding anything to the contrary contained herein, each Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its officers, directors, officersemployees, agents representatives and employeesagents, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review), as incurred, ) arising solely out of or based solely upon relating to any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or arising solely out of or based solely upon relating to any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, 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 omission is contained in any information so furnished in writing by such Holder or other Indemnifying Party to the Company specifically for inclusion in the Registration Statement Statement, such Prospectus or such Prospectus. Notwithstanding anything form of prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or to the contrary contained hereinextent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, each Holder shall be liable such Prospectus or such form of Prospectus; provided, however, that the indemnity under this Section 5(b) for only that amount as does 9.2 shall not exceed the net proceeds to such Holder as a result of from the sale of Registrable Securities pursuant to such Registration Statementoffering received by the Holder.

Indemnification by Holders. Each Holder shall, to the extent permitted by law, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review)Losses, as incurred, to the extent arising solely out of or based solely upon upon: any untrue or alleged untrue statement of a material fact contained in the any Registration Statement, any Prospectus, or in any form of amendment or supplement thereto or in any preliminary prospectus, or arising solely out of or based solely upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, 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 omission is contained in any information so furnished in writing by such Holder or other Indemnifying Party to the Company specifically expressly for inclusion in the such Registration Statement or such Prospectus, such Prospectus or in any amendment or supplement thereto. Notwithstanding anything to In no event shall the contrary contained herein, each liability of a selling Holder shall be liable under this Section 5(b) for only that greater in amount as does not exceed than the dollar amount of the net proceeds to received by such Holder as a result of upon the sale of the Registrable Securities pursuant included in the Registration Statement giving rise to such Registration Statementindemnification obligation.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review)Losses, as incurred, arising solely out of or based solely upon any untrue statement of a material fact contained in the any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, misleading to the extent, but only to the extentextent that, such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the Company by or on behalf of such Holder expressly for use therein, or to the extent that such untrue statement information relates to such Holder or omission is contained in any information so such Holder’s proposed method of distribution of Registrable Securities and furnished in writing by or on behalf of such Holder or other Indemnifying Party to the Company specifically expressly for inclusion use in the Registration Statement Statement, such Prospectus or such Prospectusform of Prospectus or in any amendment or supplement thereto. Notwithstanding anything to In no event shall the contrary contained herein, each liability of any selling Holder shall hereunder be liable under this Section 5(b) for only that greater in amount as does not exceed than the dollar amount of the net proceeds to received by such Holder as a result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review)Losses, as incurred, arising solely out of or based solely upon any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, 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 omission is contained in any information so furnished in writing by such Holder or other Indemnifying Party to the Company specifically for inclusion in the Registration Statement or such Prospectus, amendment or supplement. Notwithstanding anything to the contrary contained herein, each Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review), as incurred, arising solely out of or based solely upon any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, 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 omission is contained in any information so furnished in writing by such Holder (or their counsel or Special Counsel) or other Indemnifying Party to the Company specifically for inclusion in the Registration Statement or such Prospectus. Notwithstanding anything to the contrary contained herein, each Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review)Losses, as incurred, arising solely out of or based solely upon (i) any breach of this Agreement by such Holder and (ii) any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, 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 omission is contained in any information so furnished in writing by such Holder or other Indemnifying Party to the Company specifically for inclusion in the Registration Statement or such Prospectus. Notwithstanding anything to the contrary contained herein, each Holder R-170996.1 shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by Holders. Each In connection with any Registration Statement in which a Holder shallis participating, severally such Holder will furnish to the Company in writing such information as the Company reasonably requests for use in connection with any Registration Statement, Prospectus or preliminary Prospectus and not jointly, will indemnify and hold harmless harmless, to the fullest extent permitted by law, the Company, its directors, directors and officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and or employees of such controlling Persons, to the fullest extent permitted by applicable lawpersons, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review), as incurred, arising solely out of or based solely upon any untrue or alleged untrue statement of a material fact contained in the any Registration Statement, any Prospectus, Prospectus or any form of prospectus, preliminary Prospectus or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, 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 omission is contained in any information so furnished in writing by such Holder or other Indemnifying Party to the Company specifically for inclusion use in such Registration Statement, Prospectus or preliminary Prospectus and was relied upon by the Company in the preparation of such Registration Statement Statement, Prospectus or such preliminary Prospectus. Notwithstanding anything to In no event will the contrary contained herein, each liability of any selling Holder shall hereunder be liable under this Section 5(b) for only that greater in amount as does not exceed than the net dollar amount of the proceeds to received by such Holder as a result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review), as incurred, arising solely out of or based solely upon relating to any untrue statement of a material fact contained in the a Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, 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 omission is contained in any information so furnished in writing by such Holder or other Indemnifying Party to the Company specifically for inclusion in the a Registration Statement or such Prospectus. Notwithstanding anything to the contrary contained herein, each Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review)Losses, as incurred, arising solely out of or based solely upon (i) any breach of this Agreement by such Holder and (ii) any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, 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 omission is contained in any information so furnished in writing by such Holder or other Indemnifying Party to the Company specifically for inclusion in the Registration Statement or such Prospectus. Notwithstanding anything to the contrary contained herein, each Holder shall be liable under this Section 5(bSECTION 5(B) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by Holders. Each Holder shall, severally and not jointly, participating in such registration will indemnify and hold harmless the Company, each of its directors, officerseach of its officers who has signed the Registration Statement and each other person, agents and employeesif any, each Person who controls the Company (Company, within the meaning of Section 15 of the Securities Act (collectively, the "Company Indemnitees" and, individually, a "Company Indemnitee") and Section 20 each other Holder Indemnitee against all losses, claims, damages or liabilities, joint or several, to which any of the Exchange Act)Company Indemnitees or the other Holder Indemnitees may become subject under the Securities Act or otherwise, and the directorsinsofar as such losses, officersclaims, agents and employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses damages or liabilities (as determined by a court of competent jurisdiction or actions in a final judgment not subject to appeal or review), as incurred, arising solely respect thereof) arise out of or are based solely upon any untrue statement or alleged untrue statement of a any material fact contained in the such Registration Statement, any Prospectusor Prospectus contained therein, or any form of prospectusamendment or supplement thereto, or arising solely arise out of or are based solely upon any the omission of or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, but only if, and to the extentextent that, but only to the extent, that such untrue statement or omission is contained was in any reliance upon and in conformity with information so furnished in writing to the Company by such Holder or other Indemnifying Party to the Company specifically for inclusion use in the Registration Statement or such Prospectus. Notwithstanding anything to the contrary contained herein, each Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statementpreparation thereof.

Indemnification by Holders. Each Holder shall, notwithstanding any termination of this Agreement, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and agents, partners, members, stockholders or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review)Losses, as incurred, arising solely out of or based solely upon any untrue statement of a material fact contained in the any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus Prospectus, or any form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, misleading to the extent, but only to the extentextent that, that such untrue statement statements or omission is contained in any omissions are based solely upon information so regarding such Holder furnished in writing to the Company by such Holder or other Indemnifying Party to expressly for use therein. In no event shall the Company specifically for inclusion liability of any selling Holder hereunder be greater in amount than the Registration Statement or such Prospectus. Notwithstanding anything to the contrary contained herein, each Holder shall be liable under this Section 5(b) for only that dollar amount as does not exceed of the net proceeds to received by such Holder as a result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review), as incurred, arising solely out of or based solely upon any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, 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 omission is contained in any information so furnished in writing by such Holder or other Indemnifying Party to the Company specifically for inclusion in the Registration Statement or such Prospectus. Notwithstanding anything to the contrary contained herein, each Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by Holders. Each In connection with the Registration Statement, each Holder shallshall furnish to the Company in writing such information as the Company reasonably requests for use in connection with the Registration Statement or any Prospectus and agrees, severally and not jointly, to indemnify and hold harmless the Company, its their directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review), as incurred, ) arising solely out of or based solely upon any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, 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 omission is contained in any information so furnished in writing by such Holder or other Indemnifying Party to the Company specifically for inclusion in the Registration Statement or such Prospectus. Notwithstanding anything to Prospectus and that such information was reasonably relied upon by the contrary contained herein, each Holder shall be liable under this Section 5(b) Company for only that amount as does not exceed use in the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.Registration

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against any and all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review)Losses, as incurred, arising solely out of or based solely upon relating to any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus, as supplemented or any form of prospectusamended, if applicable, or arising solely out of or based solely upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, extent that (i) such untrue statement or omission is contained in or omitted from any information so furnished in writing by such the Holder or other Indemnifying Party the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus, and (ii) such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus. Notwithstanding anything to the contrary contained herein, each Holder shall be liable under this Section 5(b6(b) for only that amount as does not exceed the net gross proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by Holders. Each Holder shall, severally and not jointly, agrees to indemnify and hold harmless harmless, to the full extent permitted by law, the Company, its the Company’s Controlled Affiliates and their respective directors, officersmanagers, agents partners, members and employeesrepresentatives, and each of their respective successors and assigns, and each Person who controls Controls the Company (within the meaning of Section 15 of the Securities Act against any losses, claims, damages or liabilities and Section 20 of the Exchange Act), and the directors, officers, agents and employees of such controlling Persons, to the fullest extent permitted expenses caused by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal any untrue or review), as incurred, arising solely out of or based solely upon any alleged untrue statement of a material fact contained in the any Registration Statement, any Prospectus, or preliminary Prospectus or any form of prospectus, amendment thereof or arising solely out of supplement thereto or based solely upon any omission of or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, 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 omission is contained was made in reliance on and in conformity with any information so furnished in writing by such Holder or other Indemnifying Party to the Company specifically expressly for inclusion in the such Registration Statement and has not been corrected in a subsequent writing prior to or such Prospectus. Notwithstanding anything concurrently with the sale of the Registrable Securities to the contrary contained hereinPerson asserting such loss, claim, damage, liability or expense; provided that the obligation to indemnify shall be several, not joint and several, for each Holder and in no event shall the liability of any Holder hereunder be liable under this Section 5(b) for only that greater in amount as does not exceed than the dollar amount of the net proceeds to received by such Holder as a result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Holders. Each The Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review)Losses, as incurred, arising solely out of or based solely upon any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, 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 omission is contained in any information so furnished in writing by such Holder or other Indemnifying Party to the Company specifically for inclusion in the Registration Statement or such Prospectus. Notwithstanding anything to the contrary contained herein, each the Holder shall be liable under this Section 5(b6(b) only for only the lesser of (a) the actual damages incurred or (b) that amount as does not exceed the net gross proceeds to such Holder as a result of the sale of his/her/its Registrable Securities pursuant to such Registration Statement.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review), as incurred, ) arising solely out of or based solely upon any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, 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 omission is contained in any information so furnished in writing by such Holder or other Indemnifying Party to the Company specifically for inclusion in the Registration Statement or such Prospectus. Notwithstanding anything Prospectus or to the contrary contained herein, each Holder shall be liable under this Section 5(b) for only extent that amount as does not exceed the net proceeds such information relates to such Holder as a result or such Holder's proposed method of the sale distribution of Registrable Securities pursuant to and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement., such Prospectus or such form of

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review), as incurred, arising solely out of or based solely upon any untrue statement of a material fact contained in the any Registration Statement, any Prospectus, or any form of prospectus, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, 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 omission is contained in any information so furnished in writing by such Holder (or their counsel or Special Counsel) or other Indemnifying Party to the Company specifically for inclusion in the any Registration Statement or such Prospectus. Notwithstanding anything to the contrary contained herein, each Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its the directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review)Losses, as incurred, arising solely out of or based solely upon any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or in any registration statement relating to a piggy-back registration under Section 8 hereof, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, 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 omission is contained in or omitted from any information so furnished in writing by such Holder or other Indemnifying Party to the Company specifically for inclusion in the Registration Statement or such Prospectus. Notwithstanding anything to Prospectus and that such information was reasonably relied upon by the contrary contained herein, each Holder shall be liable under this Section 5(b) Company for only that amount as does not exceed use in the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement, such Prospectus or such form of prospectus.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review)Losses, as incurred, arising solely out of or based solely upon upon: (x) such Holder's failure to comply with the prospectus delivery requirements of the Securities Act to the extent that delivery of such Prospectus would have avoided such Loss or (y) any untrue or alleged untrue statement of a material fact contained in the any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, 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 statements or omission is contained in any omissions are based solely upon information so regarding such Holder furnished in writing to the Company by such Holder or other Indemnifying Party to expressly for use therein. In no event shall the Company specifically for inclusion liability of any selling Holder hereunder be greater in amount than the Registration Statement or such Prospectus. Notwithstanding anything to the contrary contained herein, each Holder shall be liable under this Section 5(b) for only that dollar amount as does not exceed of the net proceeds to received by such Holder as a result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Holders. Each Holder shallwill, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review)Losses, as incurred, arising solely out of or based solely upon (i) any untrue statement of a material fact contained in the any Registration Statement, any Prospectus, or any other form of prospectus, or in any amendment or supplement thereto, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus Prospectus, or any other form of prospectus prospectus, or supplement thereto, in the light of the circumstances under which they were made) made not misleading, misleading to the extent, but only to the extent, that such untrue statement statements or omission is contained in any omissions are based solely upon information so regarding such Holder furnished in writing to the Company by such Holder or other Indemnifying Party to the Company specifically for inclusion in the Registration Statement Questionnaire or otherwise expressly for use therein, and (ii) any violation or alleged violation by such ProspectusHolder of Section 3(e), Section 3(i) or Section 6(b) hereof. Notwithstanding anything to In no event will the contrary contained herein, each liability of any selling Holder shall hereunder be liable under this Section 5(b) for only that greater in amount as does not exceed than the dollar amount of the net proceeds to received by such Holder as a result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Holders. Each Holder shall, (severally and not jointly, ) will indemnify and hold harmless harmless, to the fullest extent permitted by law, the Company, its officers, directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act), and the directors, officers, owners, agents and employees of any such controlling Persons, to the fullest extent permitted by applicable lawPerson, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review)Losses, as incurred, arising solely out of or based solely upon any untrue or alleged untrue statement of a material fact contained or incorporated by reference in the any Registration Statement, any Prospectus, Free Writing Prospectus or preliminary prospectus (including any form term sheet or other information provided to purchasers at or prior to the time of prospectussale), or arising solely out of or based solely upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, 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 or omission is contained or alleged omission was made in any reliance upon and in conformity with information so furnished in writing by or on behalf of such Holder or other Indemnifying Party to the Company specifically expressly for inclusion use in such Registration Statement, Prospectus or preliminary prospectus. In no event will the Registration Statement or such Prospectus. Notwithstanding anything to liability of any Holder be greater in amount than the contrary contained herein, each Holder shall be liable under this Section 5(b) for only that dollar amount as does not exceed of the net proceeds to received by such Holder as a result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its respective directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review)Losses, as incurred, arising solely out of or are based solely upon any untrue statement of a material fact contained in the any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising solely out of or based solely upon relating to any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus Prospectus, or any form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleadingmisleading and has not been corrected in a subsequent writing prior to or concurrently with the sale of the Registrable Securities to the Person asserting such claim, to the extent, but only to the extent, that such untrue statements or omissions are based upon an untrue statement or omission is contained so made in any strict conformity with information so furnished in writing to the Company by such Holder or other Indemnifying Party to expressly for use therein. In no event shall the Company specifically for inclusion liability of any selling Holder hereunder be greater in amount than the Registration Statement or such Prospectus. Notwithstanding anything to the contrary contained herein, each Holder shall be liable under this Section 5(b) for only that dollar amount as does not exceed of the net proceeds to received by such Holder as a result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an Indemnified Party (as defined in Section 12(c)), shall survive the transfer of the Registrable Securities by the Holders, and shall be in addition to any liability which the Holder may otherwise have.

Indemnification by Holders. Each Holder shall, severally and not jointly, notwithstanding any termination of this Agreement, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review), as incurred, arising solely out of or based solely upon any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, 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 omission is contained in any information so furnished in writing by such Holder or other Indemnifying Party (as described below) to the Company specifically for inclusion in the Registration Statement or such Prospectus. Notwithstanding anything to the contrary contained herein, each Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review), as incurred, arising solely out of or based solely upon any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, 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 omission is contained in any information so furnished in writing by such Holder or other Indemnifying Party to the Company specifically for inclusion in the Registration Statement or such Prospectus. Notwithstanding anything to the contrary contained herein, each Holder shall be liable under this Section 5(b) for only that amount as does not exceed the lesser of (i) the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement and (ii) the aggregate purchase price paid by such Holder for the Registrable Securities sold pursuant to such Registration Statement.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review), as incurred, arising solely out of or based solely upon any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, 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 omission is contained in any information so furnished in writing by such Holder or other Indemnifying Party to the Company specifically for inclusion in the Registration Statement or such Prospectus. Notwithstanding anything to the contrary contained herein, each Holder the Holders shall be liable under this Section 5(b) for only that amount as does not exceed the lesser of (i) the dollar amount of the net proceeds to received by such Holder as a result of upon the sale of the Registrable Securities giving rise to such indemnification obligation and (ii) the aggregate purchase price paid by the Holder for the Shares pursuant to such Registration Statementthe Debenture Agreement.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its the directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review), as incurred, arising solely out of or based solely upon any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, 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 omission is contained in any information so furnished in writing by such Holder or other Indemnifying Party to the Company specifically for inclusion in the Registration Statement or such Prospectus. Notwithstanding anything to the contrary contained herein, each Holder shall be liable under this Section 5(b) for only that amount as does not exceed the lesser of (i) the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration StatementStatement and (ii) the aggregate purchase price paid by such Holder for the Preferred Shares and the Warrants pursuant to the Purchase Agreement.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review)Losses, as incurred, arising solely out of or based solely upon any untrue statement of a material fact contained in the any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, misleading to the extent, but only to the extentextent that, such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the Company by or on behalf of such Holder expressly for use therein, or to the extent that such untrue statement information relates to such Holder or omission is contained in any information so such Xxxxxx’s proposed method of distribution of Registrable Securities and furnished in writing by or on behalf of such Holder or other Indemnifying Party to the Company specifically expressly for inclusion use in the Registration Statement Statement, such Prospectus or such Prospectusform of Prospectus or in any amendment or supplement thereto. Notwithstanding anything to In no event shall the contrary contained herein, each liability of any selling Holder shall hereunder be liable under this Section 5(b) for only that greater in amount as does not exceed than the dollar amount of the net proceeds to received by such Holder as a result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its the directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review), as incurred, arising solely out of or based solely upon any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, 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 omission is contained in any information so furnished in writing by such Holder or other Indemnifying Party to the Company specifically for inclusion in the Registration Statement or such Prospectus. Notwithstanding anything Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or to the contrary contained herein, each Holder shall be liable under this Section 5(b) for only extent that amount as does not exceed the net proceeds such information relates to such Holder as a result or such Holder's proposed method of the sale distribution of Registrable Securities pursuant to and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review), as incurred, (i) arising solely out of or based solely upon any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, 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 omission is contained in any information so furnished in writing by such Holder or other Indemnifying Party to the Company specifically for inclusion in the Registration Statement or such Prospectus. , or (ii) arising out of any failure by such Holder to comply with such Holder’s obligations under Section 3(m) to discontinue dispositions of Registrable Securities after receipt of notice from the Company to do so under the circumstances therein provided.. Notwithstanding anything to the contrary contained herein, each Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by Holders. Each Purchaser agrees, and each other Holder shallthat is not a signatory to this Agreement agrees by exercising any of its rights hereunder, severally and not jointly, to indemnify and hold harmless the Company, its directorsdirectors and officers and each person, officersif any, agents and employees, each Person who controls the Company (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each underwriter, if any, and each person who controls any underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act), and the directors, officers, agents and employees of such controlling Persons, Act to the fullest same extent permitted by applicable law, as the foregoing indemnity from and against all Losses the Company set forth above in (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or reviewa), as incurred, arising solely out of or based solely upon any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, to the extent, but only with respect to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder Holder, or other Indemnifying Party to the Company specifically on its behalf expressly for inclusion use in the Registration Statement or such Prospectus. Notwithstanding anything prospectus relating to the contrary contained hereinShares, any amendment or supplement thereto or any preliminary prospectus, under the heading "Selling Shareholders" and "Distribution" and provided that the obligation of each Holder to indemnify will be several and not joint. In case any action or proceeding shall be liable brought against the Company or its directors or officers, any such controlling person, or any such underwriter or controlling person of an underwriter in respect of which indemnity may be sought against the Holder, the Holder shall have the rights and duties given to the Company, and the Company or its directors or officers or such controlling person or any such underwriter or controlling person of an underwriter shall have the rights and duties given to the Holder, by the preceding Section 5.01 hereof. Each Purchaser's indemnity obligations under this Section 5(b) for only that amount as does not exceed 5.02 shall be limited to the net sales proceeds to such Holder as a result of actually received in connection with the sale of Registrable Securities pursuant to such Registration Statementapplicable offering.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review), as incurred, arising solely out of or based solely upon upon: (x) such Holder’s failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, 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 omission is contained in any information so furnished in writing by such Holder or other Indemnifying Party to the Company specifically for inclusion in the Registration Statement or such Prospectus. Notwithstanding anything to the contrary contained herein, each no Holder shall be liable under this Section 5(b8(b) for only that amount as does not exceed which exceeds the net gross proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities 1933 Act and Section 20 of the Exchange 1934 Act), and the directors, officers, agents and employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review), as incurred, arising solely out of or based solely upon any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, 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 omission is contained in any information so furnished in writing by such Holder or other Indemnifying Indemnified Party to the Company specifically for inclusion in the Registration Statement or such Prospectus. Notwithstanding anything to the contrary contained herein, each Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities Shares pursuant to such Registration Statement.

Indemnification by Holders. Each To the fullest extent permitted by applicable law, each Holder shallwill, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointlyjointly with any other Holders of Registrable Securities, indemnify and hold harmless the Company, each of its directors, officers, agents and employeesRepresentatives, each Person who controls the Company (or such underwriter within the meaning of Section 15 of the Securities Act and Section 20 of (collectively, the Exchange Act“Company Indemnified Parties”), and the directors, officers, agents and employees of such controlling Persons, to the fullest same extent permitted by applicable law, as the foregoing indemnity from and against all Losses (as determined by a court of competent jurisdiction the Company to each Holder set forth in a final judgment not Section 3.1 above subject to appeal or review), as incurred, arising solely out the last sentence of or based solely upon any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, to the extentthis Section 3.2, but only with reference to information relating to such Holder furnished to the extent, that such untrue statement or omission is contained in any information so furnished Company in writing by such Holder expressly for use in such registration statement, final prospectus or other Indemnifying Party to the Company specifically for inclusion any amendment or supplement thereto, any preliminary prospectus, any issuer free writing prospectus or any road show; provided, however, that in the Registration Statement or such Prospectus. Notwithstanding anything to the contrary contained herein, each Holder no event shall be liable any indemnity under this Section 5(b) for only that 3.2 payable by any Holder exceed an amount as does not exceed equal to the net proceeds to received by such Holder as a result and/or its Representatives in respect of the sale of Registrable Securities sold pursuant to the registration statement. Except as set forth in Section 3.3, the indemnity agreement contained in this Section 3.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such Registration Statementsettlement is effected without the prior written consent of the applicable Holder (which consent shall not be unreasonably withheld or delayed).

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless each other Holder, the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review)Losses, as incurred, to the extent arising solely out of or based solely upon upon: (x) any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus (including without limitation, any “issuer free writing prospectus” as defined in Rule 433), or arising solely out of or based solely upon relating to any omission of or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, 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 omission is contained in any information so furnished in writing by such Holder or other Indemnifying Party to the Company specifically for inclusion in the such Registration Statement or such Prospectus. Notwithstanding anything to ; provided, however, in no event shall the contrary contained herein, each liability of any selling Holder shall hereunder be liable under this Section 5(b) for only that greater in amount as does not exceed than the dollar amount of the net proceeds to received by such Holder as a result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Holders. Each Holder shall, severally and not jointly, holder of Registrable Notes agrees to indemnify and hold harmless the Company, its directors, directors and officers, employees and agents and employeeseach person, each Person who controls if any, controlling the Company (within the meaning of either Section 15 of the Securities Act and or Section 20 of the Exchange Act)Act to the same extent as the foregoing indemnity from the Company to such holder, and but only with respect to information relating to such holder or the distribution furnished in writing by such holder expressly for use in any registration statement or prospectus or any amendment or supplement thereto or any preliminary prospectus relating thereto, provided, however, that no such holder shall be liable for any indemnity claims hereunder in excess of the amount of net proceeds received by such holder from the sale of Registrable Notes pursuant to the Notes Shelf Registration. If any action or proceeding shall be brought against the Company or its directors, officers, employees or agents and employees of or any such controlling Personsperson, in respect of which indemnity may be sought against a holder of Registrable Notes, such holder shall have the rights and duties given the Company and the Company or its directors, officers, employees or agents or such controlling person shall have the rights and duties given to each holder by Section 5(a) hereof. 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 fullest same extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject provided above with respect to appeal or review), as incurred, arising solely out of or based solely upon any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, 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 omission is contained in any information so furnished in writing by such Holder or other Indemnifying Party to the Company persons specifically for inclusion in the Registration Statement any prospectus or such Prospectus. Notwithstanding anything to the contrary contained herein, each Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statementregistration statement or any amendment or supplement thereto.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review), as incurred, arising solely out of or based solely upon any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, 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 omission is contained in any information so furnished in writing by such Holder or other Indemnifying Party to the Company specifically for inclusion in the Registration Statement or such Prospectus. Notwithstanding anything to the contrary contained herein, each Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its the directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review)Losses, as incurred, arising solely out of or based solely upon any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not nor misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder or other Indemnifying Party to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or tot he extent that such information related to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus. Notwithstanding anything to the contrary contained herein, each ; PROVIDED in no event shall any indemnity by any Holder shall be liable under this Section 5(b) for only that amount as does not Agreement exceed the net proceeds to received by such Holder as a result of the sale of Registrable Securities pursuant to in such Registration Statementregistration.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its the directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review), as incurred, arising solely out of or based solely upon any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, 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 omission is contained in any information so furnished in writing by such Holder or other Indemnifying Indemnified Party to the Company specifically for inclusion in the Registration Statement or such Prospectus. Notwithstanding anything to the contrary contained herein, each Holder the Holders shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review), as incurred, ) arising solely out of or based solely upon any untrue statement of a material fact contained in the any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, 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 omission is contained in any information so furnished in writing by such Holder or other Indemnifying Party to the Company specifically for inclusion in the such Registration Statement or such Prospectus. Notwithstanding anything Prospectus or to the contrary contained herein, each Holder shall be liable under this Section 5(bextent that (1) for only that amount as does not exceed the net proceeds to such untrue statements or omissions are based solely upon information regarding such Holder as a result of furnished in writing to the sale of Registrable Securities pursuant to Company by such Registration Statement.Holder expressly

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its the directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review)Losses, as incurred, arising solely out of or based solely upon any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, 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 omission is contained in or omitted from any information so furnished in writing by such Holder or other Indemnifying Party to the Company specifically for inclusion in the Registration Statement or such Prospectus. Notwithstanding anything to Prospectus and that such information was reasonably relied upon by the contrary contained herein, each Holder shall be liable under this Section 5(b) Company for only that amount as does not exceed use in the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement, such Prospectus or such form of prospectus.

Indemnification by Holders. Each Holder shall, notwithstanding any termination of this Agreement, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review)Losses, as incurred, arising solely out of or based solely upon any untrue or alleged untrue statement of a material fact contained in the any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising solely out of or based solely upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus Prospectus, or any form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, misleading (i) to the extent, but only to the extentextent that, that such untrue statement statements or omission is contained in any omissions are based upon information so regarding such Holder furnished in writing to the Company by such Holder expressly for use therein, or other Indemnifying Party (ii) in the case of an occurrence of an event of the type specified in Section 3(c)(iii)-(vi), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the Company specifically for inclusion receipt by such Holder of the Advice contemplated in Section 6(f). In no event shall the Registration Statement or such Prospectus. Notwithstanding anything to liability of any selling Holder hereunder be greater in amount than the contrary contained herein, each Holder shall be liable under this Section 5(b) for only that dollar amount as does not exceed of the net proceeds to received by such Holder as a result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its the directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review)Losses, as incurred, arising solely out of or based solely upon any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, 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 omission is contained in or omitted from any information so furnished in writing by such Holder or other Indemnifying Party to the Company specifically for inclusion in the Registration Statement or such Prospectus. Notwithstanding anything to Prospectus and that such information was reasonably relied upon by the contrary contained herein, each Holder shall be liable under this Section 5(b) Company for only that amount as does not exceed use in the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement, such Prospectus or such form of prospectus.

Indemnification by Holders. Each In connection with the Registration Statement, each Holder will furnish to the Company in writing such information and affidavits as the Company reasonably requests in connection with any Registration Statement or Prospectus and each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and or employees of such controlling Personspersons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review), as incurred, arising solely out of or based solely upon any untrue statement of a material fact contained in the any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, misleading to the extent, but only to the extent, extent that such untrue statement or omission is contained in any information so furnished in writing by such Holder or other Indemnifying Party to the Company specifically for inclusion in the such Registration Statement or such Prospectus. Notwithstanding anything The Company shall also be entitled to receive indemnities from underwriters, selling brokers, dealer--managers and similar securities industry professionals participating in the distribution, to the contrary contained herein, each Holder shall be liable under this Section 5(b) same extent as provided above with respect to information so furnished in writing by such person for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such inclusion in any Prospectus or Registration Statement.

Indemnification by Holders. Each Holder shallwill, severally and not jointly, indemnify and hold harmless harmless, to the full extent permitted by law, the Company, its directors, officers, agents directors and employees, officers and each Person who controls the Company (within the meaning of Section 15 of the Securities Act) against any losses, claims, damages, liabilities (or actions in respect thereto) and expenses to which any such Person may be subject, under the Securities Act and Section 20 of the Exchange Act)or otherwise, and the directorsinsofar as such losses, officersclaims, agents and employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal damages or review), as incurred, arising solely liabilities arise out of or are based solely upon any untrue or alleged untrue statement of a material fact contained in the a Registration Statement, any Prospectus, Statement or Prospectus or preliminary prospectus or any form of prospectus, omission or arising solely out of or based solely upon any alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, to the extent, but only if and to the extent, that such untrue or alleged untrue statement or omission or alleged omission is contained made therein in any reliance upon and in conformity with the information furnished in writing by such Holder specifically for inclusion therein. In no event shall the liability of a Holder hereunder be greater in amount than the dollar amount of the proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. 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 so furnished in writing by such Holder or other Indemnifying Party to the Company specifically for inclusion in the Registration Statement or such Prospectus. Notwithstanding anything to the contrary contained herein, each Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration StatementPersons.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as Losses(as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review), as incurred, arising solely out of or based solely upon any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, 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 omission is contained in any information so furnished in writing by such Holder or other Indemnifying Party to the Company specifically for inclusion in the Registration Statement or such Prospectus. Notwithstanding anything to the contrary contained herein, each Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the CompanyGroup, its directors, officers, agents and employees, each Person who controls the Company Group (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review)Losses, as incurred, arising solely out of or based solely upon any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, 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 omission is contained in any information so furnished in writing by such Holder or other Indemnifying Party to the Company Group specifically for inclusion in the Registration Statement or such Prospectus. Notwithstanding anything to the contrary contained hereinin this Annex A, each Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review)Losses, as incurred, arising solely out of or based solely upon (i) any breach of this Agreement by such Holder and (ii) any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, 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 omission is contained in any information so furnished in writing by such Holder or other Indemnifying Party to the Company specifically for inclusion in the Registration Statement or such Prospectus. Notwithstanding anything to the contrary contained herein, each Holder shall be liable under this Section 5(b6(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review), as incurred, arising solely out of or based solely upon any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, 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 omission is contained in any information so furnished in writing by such Holder or other Indemnifying Party to the Company specifically for inclusion in the Registration Statement or such ProspectusCompany. Notwithstanding anything to the contrary contained herein, each Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by Holders. Each Holder shallIn the event of any registration of any securities of the Company under the Securities Act in accordance with Section 6 herein, severally and not jointly, Holders shall indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 7) the Company, each of its directors, officers, agents and employeeseach of its officers who signed the registration statement pursuant to which any shares of Holders are sold, each Person person, if any, who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal other prospective sellers or review)any underwriter, as incurredthe case may be, arising solely out of with respect to any statement or based solely upon any untrue alleged statement of a material fact contained in the Registration Statementor omission or alleged omission of material fact from such registration statement, any Prospectuspreliminary, final or summary prospectus contained therein, or any form of prospectusamendment or supplement, if such statement or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue alleged statement or omission is contained or alleged omission was made in any reliance upon and in conformity with written information so with respect to Holders or underwriter furnished in writing by such Holder or other Indemnifying Party to the Company by Holders specifically stating that it is for inclusion use in the Registration Statement preparation of such registration statement, preliminary, final or summary prospectus or amendment or supplement, or a document incorporated by reference into any of the foregoing; provided, however, that the liability of such Prospectus. Notwithstanding anything to the contrary contained herein, each Holder shall be liable indemnifying party under this Section 5(b7(b) for only that shall be limited to the amount as does not exceed the of net proceeds received by such indemnifying party from the offering giving rise to such Holder as a result liability. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the sale Company or any of Registrable Securities pursuant to the prospective sellers, or any of their respective affiliates, directors, officers or controlling Persons and shall survive the transfer of such Registration Statementsecurities by Holders.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, Company and its directors, officers, agents and employees, Affiliates (including each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act)), and the their respective directors, officers, representatives, agents and employees of such controlling Personsemployees, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review)Losses, as incurred, arising solely out of or based solely upon any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, 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 omission is contained in any information so furnished in writing by or on behalf of such Holder or other Indemnifying Party to the Company specifically for inclusion in the Registration Statement or such Prospectus. Notwithstanding anything to the contrary contained herein, each Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by Holders. Each Holder shall, severally and --------------------------- not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review), as incurred, arising solely out of or based solely upon any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, 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 omission is contained in any information so furnished in writing by such Holder or other Indemnifying Party to the Company specifically for inclusion in the Registration Statement or such Prospectus. Notwithstanding anything to the contrary contained herein, each Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such a Registration Statement.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its the directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review), as incurred, arising solely out of or based solely upon any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, 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 omission is contained in any information so furnished in writing by such Holder or other Indemnifying Indemnified Party to the Company specifically for inclusion in the Registration Statement or such ProspectusProspectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus. Notwithstanding anything to the contrary contained herein, each Holder the Holders shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.