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 or employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title), to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) such Holder’s failure to comply with any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or 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 supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to 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 a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), to the extent, but only to the extent, related to the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any selling Holder under this Section 5(b) be greater in amount than the dollar amount of the net proceeds actually received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification 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 or employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) such Holder’s failure to comply with any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or 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 supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), to the extent, but only to the extent, related to the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any a selling Holder under this Section 5(b) be greater in amount than the dollar amount of the proceeds (net proceeds actually of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification 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 or and employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising solely out of or based solely upon: (x) such Holder’s failure to comply with upon any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising solely out of or relating to 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 (i) misleading, to the extent, but only to the extent, that (i) such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder to the Company expressly specifically for inclusion in such 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 (ii) in any amendment or supplement thereto, or to the extent, but only to the extent, extent that such information relates to (x) such Holder’s proposed method of distribution of Registrable Securities Holder and was reviewed and expressly approved in writing by such Holder expressly for use in a the Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose)Statement, such Prospectus Prospectus, or such form of prospectus or in any amendment or supplement thereto or (iiiy) such Holder’s proposed method of distribution of Registrable Securities as set forth in Exhibit A (or as such Holder otherwise informs the Company in writing), (ii) in the case of an occurrence of an event of the type specified described in Section 3(d)(iii)-(vi3(c)(C)(ii), to the extent3(c)(C)(iii), but only to the extent3(c)(C)(iv) or 3(n), related to the use by such a Holder of an outdated, outdated or defective or otherwise unavailable Prospectus after the delivery to the Holder of written notice from the Company has notified such Holder in writing that the Prospectus is outdated, outdated or defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d)3(m) or (iii) such Holder’s failure to comply with the Prospectus delivery requirements of the Securities Act through no fault of the Company; provided, but only however, that the indemnity agreement contained in this Section 5(b) shall not apply to amounts paid in settlement of any Losses if and such settlement is effected without the prior written consent of the Holder, which consent shall not be unreasonably withheld. Notwithstanding anything to the extent that following contrary contained herein, the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event Holder shall the liability of any selling Holder be liable under this Section 5(b) be greater in for only that amount than the dollar amount of as does not exceed the net proceeds actually received by to such Holder upon as a result of the sale of the Registrable Securities giving rise pursuant to such indemnification obligationRegistration 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 or and employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising solely out of or based solely upon: (x) such Holder’s failure to comply with upon any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising solely out of or relating to 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 (i) misleading, to the extent, but only to the extent, that (i) such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder to the Company expressly specifically for inclusion in such 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 (ii) in any amendment or supplement thereto, or to the extent, but only to the extent, extent that such information relates to (x) such Holder’s proposed method of distribution of Registrable Securities Holder and was reviewed and expressly approved in writing by such Holder expressly for use in a the Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose)Statement, such Prospectus Prospectus, or such form of prospectus or in any amendment or supplement thereto or (iiiy) such Holder's proposed method of distribution of Registrable Securities as set forth in Exhibit A (or as such Holder otherwise informs the Company in writing) or (ii) in the case of an occurrence of an event of the type specified described in Section 3(d)(iii)-(vi3(c)(C)(ii), to the extent3(c)(C)(iii), but only to the extent3(c)(C)(iv) or 3(n), related to the use by such a Holder of an outdated, outdated or defective or otherwise unavailable Prospectus after the delivery to the Holder of written notice from the Company has notified such Holder in writing that the Prospectus is outdated, outdated or defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d3(m); provided, but only however, that the indemnity agreement contained in this Section 5(b) shall not apply to amounts paid in settlement of any Losses if and such settlement is effected without the prior written consent of the Holder, which consent shall not be unreasonably withheld. Notwithstanding anything to the extent that following contrary contained herein, the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event Holder shall the liability of any selling Holder be liable under this Section 5(b) be greater in for only that amount than the dollar amount of as does not exceed the net proceeds actually received by to such Holder upon as a result of the sale of the Registrable Securities giving rise pursuant to such indemnification obligationRegistration Statement.

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 or employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) such Holder’s failure to comply with any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or 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 supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or otherwise as requested by the Company or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), to the extent, but only to the extent, related to the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been correctedthereto. In no event shall the liability of any a selling Holder under this Section 5(b) be greater in amount than the dollar amount of the net proceeds actually received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification 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 or and employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising solely out of or based solely upon: (x) such Holder’s failure to comply with upon any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising solely out of or relating to 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 (i) misleading, to the extent, but only to the extent, that (i) such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder to the Company expressly specifically for inclusion in such 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 (ii) in any amendment or supplement thereto, or to the extent, but only to the extent, extent that such information relates to (x) such Holder’s proposed method of distribution of Registrable Securities Holder and was reviewed and expressly approved in writing by such Holder expressly for use in a the Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose)Statement, such Prospectus Prospectus, or such form of prospectus or in any amendment or supplement thereto or (iiiy) such Holder’s proposed method of distribution of Registrable Securities as set forth in Exhibit A (or as such Holder otherwise informs the Company in writing) or (ii) in the case of an occurrence of an event of the type specified described in Section 3(d)(iii)-(vi3(c)(ii), to the extent3(c)(iii), but only to the extent3(c)(iv) or 3(n), related to the use by such a Holder of an outdated, outdated or defective or otherwise unavailable Prospectus after the delivery to the Holder of written notice from the Company has notified such Holder in writing that the Prospectus is outdated, outdated or defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d3(m); provided, but only however, that the indemnity agreement contained in this Section 5(b) shall not apply to amounts paid in settlement of any Losses if and such settlement is effected without the prior written consent of the Holder, which consent shall not be unreasonably withheld. Notwithstanding anything to the extent that following contrary contained herein, the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event Holder shall the liability of any selling Holder be liable under this Section 5(b) be greater in for only that amount than the dollar amount of as does not exceed the net proceeds actually received by to such Holder upon as a result of the sale of the Registrable Securities giving rise pursuant to such indemnification obligationRegistration Statement.

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 employeesemployees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title), 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 or employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)) of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) such Holder’s failure to comply with any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or 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 supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A and Annex B hereto for this purpose), such Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), to the extent, but only to the extent, related to the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been correctedthereto. In no event shall the liability of any a selling Holder under this Section 5(b) be greater in amount than the dollar amount of the proceeds (net proceeds actually of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

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 agents, partners, members, stockholders or employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising solely out of or based solely upon: (x) for so long as the Company is not a “Seasoned Issuer” and the prospectus delivery requirements of the Securities Act apply to sales by such Holder, such Holder’s failure to comply with any applicable the prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising solely out of or relating to 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 Prospectus, or any form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) 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 furnished in writing to the Company by such Holder expressly for use therein, or to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, 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 a the Registration Statement Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto ) or (iii2) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi3(c)(ii)-(v), to the extent, but only to the extent, related to the use by such Holder of an outdated, outdated or defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, outdated or defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the an Advice contemplated in Section 6(d)or an amended or supplemented Prospectus, but only if and to the extent that following the receipt of the Advice or the amended or supplemented Prospectus the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any selling Holder under this Section 5(b) hereunder be greater in amount than the dollar amount of the net proceeds actually received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification 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 or employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title), to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) such Holder’s failure to comply with any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or 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 supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi3(c)(iii)-(vi), to the extent, but only to the extent, related to the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any selling Holder under this Section 5(b) be greater in amount than the dollar amount of the net proceeds actually (net of all expenses paid by such Holder in connection with any claim relating to this Section and the amount of any damages such Holder has otherwise been required to pay by reason of this Section) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by Holders. Each Holder In the event of a registration of the Registrable Securities pursuant to Section 2, each seller of such Registrable Securities thereunder 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 or employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent Losses arising out of or based solely upon: upon (xi) such Holder’s seller's failure to comply with any applicable the material provisions of the prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or Act, (yii) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising out of or relating to based 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 supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained made in reliance upon and in conformity with any information so furnished in writing by or on behalf of such Holder seller to the Company expressly specifically for inclusion in such Registration Statement use therein, or such Prospectus or (ii) to the extent, but only to the extent, extent that such information relates to such Holder’s seller or such seller's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by or on behalf of such Holder seller expressly for use in a the Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose)Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi3(d)(ii)-(vi), to the extent, but only to the extent, related to the use by such Holder seller of an outdated, outdated or defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, outdated or defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d6(e), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any selling Holder under this Section 5(b) seller hereunder be greater in amount than the dollar amount of the net proceeds actually received by such Holder seller upon the sale of the Registrable Securities giving rise to covered by such indemnification obligationregistration.

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 or employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) such Holder’s failure to comply with any applicable the prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company Act, or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or 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 supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly specifically for inclusion in such Registration Statement or such Prospectus or such form of prospectus, (ii) to the extent, but only to the extent, extent that such information relates to 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 a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto thereto, or (iiiii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), to the extent, but only to the extent, related to the use by such Holder of an outdated, outdated or defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, outdated or defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any selling Holder under this Section 5(b) hereunder be greater in amount than the dollar amount of the net proceeds actually received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification 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 or and employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising solely out of or based solely upon: (x) such Holder’s failure to comply with upon any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising solely out of or relating to 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 (i) misleading, to the extent, but only to the extent, that (i) such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder to the Company expressly specifically for inclusion in such 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 (ii) in any amendment or supplement thereto, or to the extent, but only to the extent, extent that such information relates to (x) such Holder’s proposed method of distribution of Registrable Securities Holder and was reviewed and expressly approved in writing by such Holder expressly for use in a the Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose)Statement, such Prospectus Prospectus, or such form of prospectus or in any amendment or supplement thereto or (iiiy) such Holder’s proposed method of distribution of Registrable Securities as set forth in Exhibit A (or as such Holder otherwise informs the Company in writing) or (ii) in the case of an occurrence of an event of the type specified described in Section 3(d)(iii)-(vi3(c)(C)(ii), to the extent3(c)(C)(iii), but only to the extent3(c)(C)(iv), related to 3(c)(C)(v) or 3(n), the use by such a Holder of an outdated, outdated or defective or otherwise unavailable Prospectus after the delivery to the Holder of written notice from the Company has notified such Holder in writing that the Prospectus is outdated, outdated or defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d3(m); provided, but only however, that the indemnity agreement contained in this Section 5(b) shall not apply to amounts paid in settlement of any Losses if and such settlement is effected without the prior written consent of the Holder, which consent shall not be unreasonably withheld. Notwithstanding anything to the extent that following contrary contained herein, the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event Holder shall the liability of any selling Holder be liable under this Section 5(b) be greater in for only that amount than the dollar amount of as does not exceed the net proceeds actually received by to such Holder upon as a result of the sale of the Registrable Securities giving rise pursuant to such indemnification obligationRegistration Statement.

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 agents, partners, members, stockholders or employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising solely out of or based solely upon: (x) for so long as the Company is not a “Seasoned Issuer” and the prospectus delivery requirements of the Securities Act apply to sales by such Holder, such Holder’s failure to comply with any applicable the prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising solely out of or relating to 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 Prospectus, or any form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) 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 furnished in writing to the Company by such Holder expressly for use therein, or to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, 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 a the Registration Statement Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto ) or (iii2) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi3(c)(ii)-(v), to the extent, but only to the extent, related to the use by such Holder of an outdated, outdated or defective or otherwise unavailable Prospectus after the Company has validly notified such Holder in writing (in accordance with Section 7(h) below) that the Prospectus is outdated, outdated or defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the an Advice contemplated in Section 6(d)or an amended or supplemented Prospectus, but only if and to the extent that following the receipt of the Advice or the amended or supplemented Prospectus the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any selling Holder under this Section 5(b) hereunder be greater in amount than the dollar amount of the net proceeds actually received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification 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 or and employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising solely out of or based solely upon: (x) such Holder’s failure to comply with upon any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising solely out of or relating to 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 (i) misleading, to the extent, but only to the extent, that (i) such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder to the Company expressly specifically for inclusion in such 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 (ii) in any amendment or supplement thereto, or to the extent, but only to the extent, extent that such information relates to (x) such Holder’s proposed method of distribution of Registrable Securities Holder and was reviewed and expressly approved in writing by such Holder expressly for use in a the Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose)Statement, such Prospectus Prospectus, or such form of prospectus or in any amendment or supplement thereto or (iiiy) such Holder's proposed method of distribution of Registrable Securities as set forth in Exhibit A (or as such Holder otherwise informs the Company in writing) or (ii) in the case of an occurrence of an event of the type specified described in Section 3(d)(iii)-(vi3(c)(ii), to the extent3(c)(iii), but only to the extent3(c)(iv) or 3(n), related to the use by such a Holder of an outdated, outdated or defective or otherwise unavailable Prospectus after the delivery to the Holder of written notice from the Company has notified such Holder in writing that the Prospectus is outdated, outdated or defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d3(m); provided, but only however, that the indemnity agreement contained in this Section 5(b) shall not apply to amounts paid in settlement of any Losses if and such settlement is effected without the prior written consent of the Holder, which consent shall not be unreasonably withheld. Notwithstanding anything to the extent that following contrary contained herein, the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event Holder shall the liability of any selling Holder be liable under this Section 5(b) be greater in for only that amount than the dollar amount of as does not exceed the net proceeds actually received by to such Holder upon as a result of the sale of the Registrable Securities giving rise pursuant to such indemnification obligationRegistration Statement.

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 agents, partners, members, stockholders or employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising solely out of or based solely upon: (x) for so long as the Company is not a “Seasoned Issuer” and the prospectus delivery requirements of the Securities Act apply to sales by such Holder, such Holder’s failure to comply with any applicable the prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising solely out of or relating to 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 Prospectus, or any form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) 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 furnished in writing to the Company by such Holder expressly for use therein, or to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, 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 a the Registration Statement Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto ) or (iii2) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi3(c)(ii)-(v), to the extent, but only to the extent, related to the use by such Holder of an outdated, outdated or defective or otherwise unavailable Prospectus after the Company has validly notified such Holder in writing (in accordance with Section 13(h) below) that the Prospectus is outdated, outdated or defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the an Advice contemplated in Section 6(d)or an amended or supplemented Prospectus, but only if and to the extent that following the receipt of the Advice or the amended or supplemented Prospectus the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any selling Holder under this Section 5(b) hereunder be greater in amount than the dollar amount of the net proceeds actually received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

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 agents, employees and employeesother representatives (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title), 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 agents, employees or employees of such controlling Persons other representatives (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)) of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) such Holder’s failure to comply with any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or 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 supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus therein or (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement Statement, such Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Annex A and Annex B hereto for this purpose), such Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), to the extent, but only to the extent, related to the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any selling a Holder under this Section 5(b) be greater in amount than the dollar amount of the proceeds (net proceeds actually of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its officers, directors, officersmembers, partners, 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 or employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)) of each of them, each Person who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, members, shareholders, partners and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Person, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) such Holder’s failure to comply with any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or 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 supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Shareholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), to the extent, but only to the extent, related to the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been correctedthereto. In no event shall the liability of any a selling Holder under this Section 5(b) be greater in amount than the dollar amount of the proceeds (net proceeds actually of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification 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 officers, directors, officersmembers, stockholders, partners, agents or and employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)) of each such controlling Person, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) such Holder’s failure to comply with any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or 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 supplement thereto, in light of the circumstances under which they were made) not misleading (i) 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 to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, extent that such information relates to such Holder’s proposed method of distribution of Registrable Securities and was reviewed provided to such Holder prior to filing in the Registration Statement and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), to the extent, but only to the extent, extent related to the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any selling Holder under this Section 5(b) be greater in amount than the dollar amount of the net proceeds actually received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification 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 or employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title), to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) such Holder’s failure to comply with any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or 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 supplement thereto, in light of the circumstances under which they were made) not misleading (i) 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 to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, extent that such information relates to 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 a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose)Statement, such Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), to the extent, but only to the extent, extent related to the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any selling Holder under this Section 5(b) be greater in amount than the dollar amount of the net proceeds actually received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligationHolder.

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 or employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title), to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) such Holder’s failure to comply with any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or 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 supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or Prospectus, (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), to the extent, but only to the extent, related to the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d3(j), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any a selling Holder under this Section 5(b) be greater in amount than the dollar amount of the proceeds (net proceeds actually of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by Holders. Each selling 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 or employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or are based solely upon: (x) such Holder’s failure to comply with any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or 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 light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, 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 to the Company expressly for inclusion in such Registration Statement or such Prospectus use therein or (ii) to the extent, but only to the extent, 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 a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose)Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), to the extent, but only to the extent, related to the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been correctedthereto. In no event shall the liability of any selling Holder under this Section 5(b) hereunder be greater in amount than the dollar amount of the net proceeds actually received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification 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 or employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title), to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) such Holder’s failure to comply with any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or 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 supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or Prospectus, (ii) to the extent, but only to the extent, that such information relates to 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 a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), to the extent, but only to the extent, related to the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any selling Holder under this Section 5(b) be greater in amount than the dollar amount of the net proceeds actually received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification 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 or employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title), to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) such Holder’s failure to comply with any applicable the prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or 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 supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly specifically for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, extent that such information relates to such Holder’s proposed method of distribution of the Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a the Registration Statement (it being understood that the Holder has approved Annex A B hereto for this purpose), such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi3(c)(iii)-(vi), to the extent, but only to the extent, related to the use by such Holder of an outdated, outdated or defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, outdated or defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any selling Holder under this Section 5(b) hereunder be greater in amount than the dollar amount of the net proceeds actually received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

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 or employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or are based solely upon: (x) such Holder’s failure to comply with any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or 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 light of the circumstances under which they were made) not misleading (i) to the extent, but only to the 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 to the Company by or on behalf of such Holder expressly for inclusion in such Registration Statement use therein, or such Prospectus or (ii) to the extent, but only 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 or Holders’ Counsel expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose)Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(viSections 5(c)(ii)-(iv), to the extent, but only to the extent, related to the use by such Holder of an outdated, outdated or defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, outdated or defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d8(h), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected, or Xxxxxx’s failure to deliver or cause to be delivered the Prospectus or any amendment or supplement thereto made available by the Company in compliance with Section 8(g). In no event shall the liability of any selling Holder under this Section 5(b) hereunder, except in the case of fraud or gross negligence by such selling Holder, be greater in amount than the dollar amount of the net proceeds actually received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification 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 or and employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising solely out of or based solely upon: (x) such Holder’s failure to comply with upon any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising solely out of or relating to 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 (i) misleading, to the extent, but only to the extent, that (i) such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder to the Company expressly specifically for inclusion in such 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 (ii) in any amendment or supplement thereto, or to the extent, but only to the extent, extent that such information relates to (x) such Holder’s proposed method of distribution of Registrable Securities Holder and was reviewed and expressly approved in writing by such Holder expressly for use in a the Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose)Statement, such Prospectus Prospectus, or such form of prospectus or in any amendment or supplement thereto or (iiiy) such Holder's proposed method of distribution of Registrable Securities as set forth in Exhibit A (or as such Holder otherwise informs the Company in writing) or (ii) in the case of an occurrence of an event of the type specified described in Section 3(d)(iii)-(vi3(c)(C)(i), to the extent3(c)(C)(ii), but only to the extent3(c)(C)(iii), related to 3(c)(C)(iv) or 3(n), the use by such a Holder of an outdated, outdated or defective or otherwise unavailable Prospectus after the delivery to the Holder of written notice from the Company has notified such Holder in writing that the Prospectus is outdated, outdated or defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d3(m); provided, but only however, that the indemnity agreement contained in this Section 5(b) shall not apply to amounts paid in settlement of any Losses if and such settlement is effected without the prior written consent of the Holder, which consent shall not be unreasonably withheld. Notwithstanding anything to the extent that following contrary contained herein, the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event Holder shall the liability of any selling Holder be liable under this Section 5(b) be greater in for only that amount than the dollar amount of as does not exceed the net proceeds actually received by to such Holder upon as a result of the sale of the Registrable Securities giving rise pursuant to such indemnification obligationRegistration 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 or employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) such Holder’s failure to comply with applicable federal and state securities laws in connection with its distribution of its Common Stock, including but not limited to Regulation M, any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement (through no fault of the Company Company), and conducting its offers and sales in accordance with the plan of distribution contained in the Prospectus, or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or 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 supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s proposed method of distribution of Registrable Securities and was reviewed and provided in writing by or expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), to the extent, but only to the extent, related to the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any selling Holder under this Section 5(b) be greater in amount than the dollar amount of the net proceeds actually received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification 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 or and employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising solely out of or based solely upon: (x) such Holder’s failure to comply with upon any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising solely out of or relating to 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 (i) misleading, to the extent, but only to the extent, that (i) such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder to the Company expressly specifically for inclusion in such 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 (ii) in any amendment or supplement thereto, or to the extent, but only to the extent, extent that such information relates to (x) such Holder’s proposed method of distribution of Registrable Securities Holder and was reviewed and expressly approved in writing by such Holder expressly for use in a the Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose)Statement, such Prospectus Prospectus, or such form of prospectus or in any amendment or supplement thereto or (iiiy) such Holder’s proposed method of distribution of Registrable Securities as set forth in Exhibit A (or as such Holder otherwise informs the Company in writing) or (ii) in the case of an occurrence of an event of the type specified described in Section 3(d)(iii)-(vi3(c)(C)(ii), to the extent3(c)(C)(iii), but only to the extent3(c)(C)(iv) or 3(n), related to the use by such a Holder of an outdated, outdated or defective or otherwise unavailable Prospectus after the delivery to the Holder of written notice from the Company has notified such Holder in writing that the Prospectus is outdated, outdated or defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d3(m); provided, but only however, that the indemnity agreement contained in this Section 5(b) shall not apply to amounts paid in settlement of any Losses if and such settlement is effected without the prior written consent of the Holder, which consent shall not be unreasonably withheld. Notwithstanding anything to the extent that following contrary contained herein, the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event Holder shall the liability of any selling Holder be liable under this Section 5(b) be greater in for only that amount than the dollar amount of as does not exceed the net proceeds actually received by to such Holder upon as a result of the sale of the Registrable Securities giving rise pursuant to such indemnification obligationRegistration Statement.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its officers, directors, officersmembers, partners, agents and employeesemployees (and any other individuals or entities with a functionally equivalent role of a person holding such titles, notwithstanding a lack of such title or any other title) of each of them, of each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the officers, directors, officersmembers, stockholders, partners, agents or and employees of such controlling Persons (and any other Persons individuals or entities with a functionally equivalent role of a Person person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling individual or entity (each, an “Indemnified Party”), to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, to the extent arising out of or based solely upon: relating to (x) such Holder’s failure to comply with any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y1) any untrue or alleged untrue statement of a material fact contained in any a Registration Statement, any Prospectus, related prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or 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 such prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extentProspectus, but only to the extent, that including without limitation such information which relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose)Statement, such Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), to the extent, but only to the extent, related to the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been correctedthereto. In no event shall the liability of any a selling Holder under this Section 5(b) be greater in amount than the dollar amount of the proceeds (net proceeds actually of all expenses paid by such Holder in connection with any claim relating to this Section 1.6 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation. such untrue statements or omissions are based upon information regarding such Holder of Registrable Securities furnished to the Company by such party for use therein. The Holder shall notify the Company promptly of the institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated by this Exhibit C of which it is aware.

Indemnification by Holders. Each In connection with any registration statement in which a Holder shallis participating, each such Holder will furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such registration statement and related prospectus and, to the extent permitted by law, will indemnify and hold harmless, severally and not jointly, indemnify and hold harmless (i) the Company, its (ii) the Company’s directors, officers, partners, members, managers, stockholders, accountants, attorneys, agents and employees, (iii) 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 (iv) each such controlling Person’s officers, directors, partners, members, managers, stockholders, accountants, attorneys, agents and employees, (v) each other Holder and (vi) such Holder’s officers, directors, partners, members, managers, stockholders, accountants, attorneys, agents or employees of such controlling Persons (and employees, in each case against any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title), to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: resulting from (x) such Holder’s failure to comply with any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (yi) any untrue or alleged untrue statement of a material fact contained in any Registration Statementthe registration statement, any Prospectus, prospectus or in preliminary prospectus or any amendment thereof or supplement thereto or in any preliminary prospectusthereto, or arising out of or relating to (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in not misleading or, with respect to any prospectus, necessary to make the case of any Prospectus or supplement theretostatements therein, in light of the circumstances under which they were made, not misleading, or (iii) not misleading (i) any violation by such Holder of the Securities Act or any rule or regulation thereunder applicable to such Holder and relating to action or inaction required of such Holder in connection with any such registration, qualification, or compliance, and will reimburse such indemnified Persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such Loss or action, in each case to the extent, but only to the extent, that (x) such untrue statement statements or omission omissions is contained or should have been contained in any information or affidavit so furnished in writing by such Holder expressly for use in such registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto, or to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, 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 a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose)such registration statement, such Prospectus prospectus or such form of prospectus or in any amendment or supplement thereto or (iiiy) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), to the extent, but only to the extent, related to the use by such Holder of uses an outdated, outdated or defective or otherwise unavailable Prospectus prospectus after the Company has notified such Holder in writing that the Prospectus prospectus is outdatedoutdated or defective; provided, defective or otherwise unavailable for use by such that the obligation to indemnify will be individual to each Holder and prior will be limited to the receipt by such Holder of the Advice contemplated in Section 6(d), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any selling Holder under this Section 5(b) be greater in amount than the dollar amount of the net proceeds actually received by such Holder upon from the sale of the Registrable Securities giving rise pursuant to such indemnification obligationregistration statement.

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 agents, partners, members, stockholders or employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising solely out of or based solely upon: (xi) for so long as the prospectus delivery requirements of the Securities Act apply to sales by such Holder, such Holder’s failure to comply with any applicable the prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (yii) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising solely out of or relating to 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 Prospectus, or any form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extentextent that, that (A) 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 expressly for use therein, or to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, 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 a the Registration Statement Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto ) or (iiiB) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi3(c)(ii)(v), to the extent, but only to the extent, related to the use by such Holder of an outdated, outdated or defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, outdated or defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of written notice from the Advice contemplated in Section 6(d)Company that the use of the Prospectus may be resumed or an amended or supplemented Prospectus, but only if and to the extent that following the receipt of such written notice or the Advice amended or supplemented Prospectus the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any selling Holder under this Section 5(b) hereunder be greater in amount than the dollar amount of the net proceeds actually received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

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 agents, partners, members, stockholders or employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising solely out of or based solely upon: (x) for so long as the Company is not a “Seasoned Issuer” and the prospectus delivery requirements of the Securities Act apply to sales by such Holder, such Holder’s failure to comply with any applicable the prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising solely out of or relating to 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 Prospectus, or any form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) 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 furnished in writing to the Company by such Holder expressly for use therein, or to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, 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 a the Registration Statement Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto ) or (iii2) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi3(c)(ii)-(v), to the extent, but only to the extent, related to Losses were caused solely by the use by such Holder of an outdated, outdated or defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, outdated or defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the an Advice contemplated in Section 6(d)or an amended or supplemented Prospectus, but only if and to the extent that following the receipt of the Advice or the amended or supplemented Prospectus the misstatement or omission giving rise to such Loss would have been correctedcorrected or (3) to the extent that any such Losses arise out of the Purchaser’s (or any other indemnified Person’s) failure to send or give a copy of the Prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such Prospectus or supplement; provided, however, that the foregoing indemnity shall not apply to amounts paid in settlement of any such Loss if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld, conditioned or delayed). In no event shall the liability of any selling Holder under this Section 5(b) hereunder be greater in amount than the dollar amount of the net proceeds actually received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification 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 or employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title), to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) such Holder’s failure to comply with any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or 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 supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to 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 a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi3(d)(iii)- (vi), to the extent, but only to the extent, related to the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any selling Holder under this Section 5(b) be greater in amount than the dollar amount of the net proceeds actually received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification 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 1933 Act and Section 20 of the Exchange 1934 Act), and the directors, officers, agents or and employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: upon (x) such Holder’s failure to comply with any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (yi) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus, or any form of Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading misleading, or (iii) any violation of the 1933 Act, 1934 Act or any state securities law or any rule or regulation thereunder, in connection with the performance of any obligations under this Agreement, in any such case to the extent, but and only to the extent, that any such Losses arise out of (A) such untrue statement statements or omission is omissions that are contained in any the information so furnished in writing by such Holder in writing to the Company expressly for inclusion in such Registration Statement or such Prospectus or use therein, (iiB) to the extent, but only to the extent, that such information that relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and that was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto or (iiiC) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi3(c)(iii)-(vi), to the extent, but only to the extent, related to the use by such Holder of an outdated, outdated or defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdatedoutdated or defective, defective or otherwise unavailable for use by (D) such Holder and Holder’s failure to send or give a copy of the Prospectus or supplement (as then amended or supplemented), if required, to the Persons asserting an untrue statement or omission at or prior to the receipt by such Holder written confirmation of the Advice contemplated in Section 6(d), but only sale of Registrable Securities to such Person if and to the extent that following the receipt of the Advice the misstatement such statement or omission giving rise to was corrected in such Loss would have been correctedProspectus or supplement. In no event shall the liability of any selling Holder under this Section 5(b) hereunder be greater in amount than the dollar amount of the net proceeds actually received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification 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 or and employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising solely out of or based solely upon: (x) such Holder’s failure to comply with upon any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising solely out of or relating to 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 (i) misleading, to the extent, but only to the extent, that (i) such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder to the Company expressly specifically for inclusion in such 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 (ii) in any amendment or supplement thereto, or to the extent, but only to the extent, extent that such information relates to (x) such Holder’s proposed method of distribution of Registrable Securities Holder and was reviewed and expressly approved in writing by such Holder expressly for use in a the Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose)Statement, such Prospectus Prospectus, or such form of prospectus or in any amendment or supplement thereto or (iiiy) such Holder's proposed method of distribution of Registrable Securities as set forth in Exhibit A (or as such Holder otherwise informs the Company in writing) or (ii) in the case of an occurrence of an event of the type specified described in Section 3(d)(iii)-(vi3(c)(C)(ii), to the extent3(c)(C)(iii), but only to the extent3(c)(C)(iv), related to 3(c)(C)(v) or 3(n), the use by such a Holder of an outdated, outdated or defective or otherwise unavailable Prospectus after the delivery to the Holder of written notice from the Company has notified such Holder in writing that the Prospectus is outdated, outdated or defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d3(m); provided, but only however, that the indemnity agreement contained in this Section 5(b) shall not apply to amounts paid in settlement of any Losses if and such settlement is effected without the prior written consent of the Holder, which consent shall not be unreasonably withheld. Notwithstanding anything to the extent that following contrary contained herein, the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event Holder shall the liability of any selling Holder be liable under this Section 5(b) be greater in for only that amount than the dollar amount of as does not exceed the net proceeds actually received by to such Holder upon as a result of the sale of the Registrable Securities giving rise pursuant to such indemnification obligationRegistration Statement.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directorseach director of the Company, officerseach officer of the Company who shall sign such Registration Statement, agents each professional advisor to the Company, each underwriter, broker or other Person acting on behalf of the holders of Registrable Securities and employees, each Person who controls any of the Company (foregoing Persons within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title), to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) such Holder’s failure to comply with any applicable the prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or 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 supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly specifically for inclusion in such Registration Statement or such Prospectus (it being understood that all information provided in a Selling Stockholder Questionnaire will be deemed to have been furnished by such Holder expressly for use in a Registration Statement, such Prospectus or in any amendment or supplement thereto) or (ii) to the extent, but only to the extent, extent that such information relates to 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 a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto or (iiiii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi3(c)(iii)-(vi), to the extent, but only to the extent, related to the use by such Holder of an outdated, outdated or defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, outdated or defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any selling Holder under this Section 5(b) hereunder be greater in amount than the dollar amount of the net proceeds (after underwriting fees, commissions, or discounts) actually received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification 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 or and employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising solely out of or based solely upon: (x) such Holder’s failure to comply with upon any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising solely out of or relating to 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 (i) misleading, to the extent, but only to the extent, that (i) such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder to the Company expressly specifically for inclusion in such 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 (ii) in any amendment or supplement thereto, or to the extent, but only to the extent, extent that such information relates to (x) such Holder’s proposed method of distribution of Registrable Securities Holder and was reviewed and expressly approved in writing by such Holder expressly for use in a the Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose)Statement, such Prospectus Prospectus, or such form of prospectus or in any amendment or supplement thereto or (iiiy) such Holder's proposed method of distribution of Registrable Securities as set forth in Exhibit A (or as such Holder otherwise informs the Company in writing) or (ii) in the case of an occurrence of an event of the type specified described in Section 3(d)(iii)-(vi3(c)(ii), to the extent3(c)(iii), but only to the extent3(c)(iv), related to 3(c)(v) or 3(n), the use by such a Holder of an outdated, outdated or defective or otherwise unavailable Prospectus after the delivery to the Holder of written notice from the Company has notified such Holder in writing that the Prospectus is outdated, outdated or defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d3(m); provided, but only however, that the indemnity agreement contained in this Section 5(b) shall not apply to amounts paid in settlement of any Losses if and such settlement is effected without the prior written consent of the Holder, which consent shall not be unreasonably withheld. Notwithstanding anything to the extent that following contrary contained herein, the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event Holder shall the liability of any selling Holder be liable under this Section 5(b) be greater in for only that amount than the dollar amount of as does not exceed the net proceeds actually received by to such Holder upon as a result of the sale of the Registrable Securities giving rise pursuant to such indemnification obligationRegistration 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 or employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) such Holder’s failure to comply with any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or 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 supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that (1) 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 expressly for use therein, or to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, 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 a the Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (iii2) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi3(d)(ii)-(vi), to the extent, but only to the extent, related to the use by such Holder of an outdated, outdated or defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, outdated or defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d7(c), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any selling Holder under this Section 5(b) hereunder be greater in amount than the dollar amount of the net proceeds actually received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification 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 1934 Act), and the directors, officers, agents or employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) such Holder’s failure to comply with any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or 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 supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or Prospectus, (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Securityholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A B hereto for this purpose), such Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi3(c)(iii)- (vi), to the extent, but only to the extent, related to the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d6(b), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any a selling Holder under this Section 5(b) be greater in amount than the dollar amount of the proceeds (net proceeds actually of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification 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 or and employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising solely out of or based solely upon: (x) such Holder’s failure to comply with upon any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising solely out of or relating to 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 (i) misleading, to the extent, but only to the extent, that (i) such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder to the Company expressly specifically for inclusion in such 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 (ii) in any amendment or supplement thereto, or to the extent, but only to the extent, extent that such information relates to (x) such Holder’s proposed method of distribution of Registrable Securities Holder and was reviewed and expressly approved in writing by such Holder expressly for use in a the Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose)Statement, such Prospectus Prospectus, or such form of prospectus or in any amendment or supplement thereto or (iiiy) such Holder's proposed method of distribution of Registrable Securities as set forth in Exhibit A (or as such Holder otherwise informs the Company in writing), or (ii) in the case of an occurrence of an event of the type specified described in Section 3(d)(iii)-(vi3(c)(C)(ii), to the extent3(c)(C)(iii), but only to the extent3(c)(C)(iv) or 3(o), related to the use by such a Holder of an outdated, outdated or defective or otherwise unavailable Prospectus after the delivery to the Holder of written notice from the Company has notified such Holder in writing that the Prospectus is outdated, outdated or defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the amended or supplemented Prospectus or the Advice contemplated in Section 6(d3(n), but only if and to the extent that following the receipt of the amended or supplemented Prospectus or the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event ; provided, however, that the indemnity agreement contained in this Section 5(b) shall the liability not apply to amounts paid in settlement of any selling Losses if such settlement is effected without the prior written consent of the Holder, which consent shall not be unreasonably withheld. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b) be greater in for only that amount than the dollar amount of as does not exceed the net proceeds actually received by to such Holder upon as a result of the sale of the Registrable Securities pursuant to such Registration Statement giving rise to such indemnification obligationLoss.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employeesemployees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title), 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 or employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)) of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) such Holder’s 's failure to comply with any applicable the prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or 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 supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly specifically for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, extent that such information relates to such Holder’s 's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (iiiii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), to the extent, but only to the extent, related to the use by such Holder of an outdated, outdated or defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, outdated or defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any selling Holder under this Section 5(b) hereunder be greater in amount than the dollar amount of the net proceeds actually received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employeesemployees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title), 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, members, partners, investment advisors, shareholders, agents or employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title), to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) such Holder’s failure to comply with any applicable the prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or 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 supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly specifically for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, extent that such information relates to 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 a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto or (iiiii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), to the extent, but only to the extent, related to the use by such Holder of an outdated, outdated or defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, outdated or defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any selling Holder under this Section 5(b) hereunder be greater in amount than the dollar amount of the net proceeds actually received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification 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 or employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)Persons, to the fullest extent permitted by applicable law, from and against all Losses, Losses (as incurred, determined by a court of competent jurisdiction in a final judgment not subject to the extent appeal or review) arising solely out of or based solely upon: (x) such Holder’s failure to comply with upon any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising solely out of or relating to 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 supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly specifically for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only extent that (1) such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the extentCompany by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s 's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a the Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose)Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (iii2) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi3(d)(ii)-(vi), to the extent, but only to the extent, related to the use by such Holder of an outdated, outdated or defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, outdated or defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d6(e), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any selling Holder under this Section 5(b) hereunder be greater in amount than the dollar amount of the net proceeds actually received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. Such indemnification shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or such director, officer or controlling Person and shall survive the transfer of the Registrable Securities.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title), 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, members, shareholders, partners, agents or employees of such controlling Persons Persons, (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title), ) to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) such Holder’s failure to comply with any applicable the prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or 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 supplement thereto, in light of the circumstances under which they were made) not misleading (i) 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 its counsel to the Company expressly specifically for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, extent that such information relates to 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 a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto or (iiiii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), to the extent, but only to the extent, related to the use by such Holder of an outdated, outdated or defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, outdated or defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any selling Holder under this Section 5(b) hereunder be greater in amount than the dollar amount of the net proceeds actually received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employeesemployees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title), 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 or employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)) of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) such Holder’s failure to comply with any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or 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 supplement thereto, in light of the circumstances under which they were made) not misleading (i) misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to 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 a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), to the extent, but only to the extent, related to the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been correctedProspectus. In no event shall the liability of any a selling Holder under this Section 5(b) be greater in amount than the dollar amount of the proceeds (net proceeds actually of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by Holders. Each Holder and its permitted assignees 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 or employees of such controlling Persons (Persons, and any other Persons with a functionally equivalent role the respective successors, assigns, estate and personal representatives of a Person holding such titles, notwithstanding a lack each of such title or any other title)the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) such Holder’s failure relating to comply with any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, as supplemented or in any amendment or supplement thereto or in any preliminary prospectusamended, if applicable, or arising out of or 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 supplement thereto, in the light of the circumstances under which they were made) not misleading (i) misleading, to the extent, but only to the extent, that such untrue statement or omission or alleged untrue statement or omission is contained in or omitted from any information so regarding such Holder furnished in writing to the Company by such Holder expressly for use in therein, and that such information was reasonably relied upon by the Company for use therein, or to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, 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 furnished in writing by such Holder expressly for use in a Registration Statement therein (it being understood that the each Holder has approved Annex A hereto for this purpose); provided however, that in no event shall a Holder’s liability pursuant to this Section 6.2, exceed the proceeds from the offering received by such Prospectus or in any amendment or supplement thereto or (iii) Holder, except in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), to the extent, but only to the extent, related to the use willful misconduct or fraud by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any selling Holder under this Section 5(b) be greater in amount than the dollar amount of the net proceeds actually received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligationHolder.

Indemnification by Holders. Each Holder and its permitted assignees 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 or employees of such controlling Persons (Persons, and any other Persons with a functionally equivalent role the respective successors, assigns, estate and personal representatives of a Person holding such titles, notwithstanding a lack each of such title or any other title)the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) such Holder’s failure relating to comply with any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectusprospectus, as supplemented or in any amendment or supplement thereto or in any preliminary prospectusamended, if applicable, or arising out of or 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 supplement thereto, in the light of the circumstances under which they were made) not misleading (i) misleading, to the extent, but only to the extent, that such untrue statement or omission or alleged untrue statement or omission is contained in or omitted from any information so regarding such Holder furnished in writing to the Company by such Holder expressly for use in therein, and that such information was reasonably relied upon by the Company for use therein, or to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, extent that such information relates to such HolderHolder or such Xxxxxx’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved furnished in writing by such Holder expressly for use in a Registration Statement therein (it being understood that the each Holder has approved Annex Exhibit A hereto for this purpose); provided, however, that in no event shall a Holder’s liability pursuant to this Subsection 4.2, exceed the proceeds from the offering received by such Prospectus or in any amendment or supplement thereto or (iii) Holder, except in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), to the extent, but only to the extent, related to the use willful misconduct or fraud by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any selling Holder under this Section 5(b) be greater in amount than the dollar amount of the net proceeds actually received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligationHolder.

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 or employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or are based solely upon: upon (x) such Holder’s failure to comply with any applicable the prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or 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 light of the circumstances under which they were made) not misleading and any “misrepresentation” (within the meaning of Canadian securities laws) contained in the BC Resale Prospectus (i) 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 to the Company expressly for inclusion in such Registration Statement or such Prospectus use therein or (ii) to the extent, but only to the extent, 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 a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi3(c)(iii)-(vi), to the extent, but only to the extent, extent related to the use by such Holder of an outdated, outdated or defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, outdated or defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d6(e), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any selling Holder under this Section 5(b) hereunder be greater in amount than the dollar amount of the net proceeds actually received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification 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 or employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)Persons, to the fullest extent permitted by applicable law, from and against all Losses, Losses (as incurred, determined by a court of competent jurisdiction in a final judgment not subject to the extent appeal or review) arising solely out of or based solely upon: (x) such Holder’s failure to comply with upon any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising solely out of or relating to 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 supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that (1) 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 expressly for use therein, or to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, extent that such information relates to such Holder or such Holder’s 's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a the Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose)Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (iii2) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi3(d)(ii)-(vi), to the extent, but only to the extent, related to the use by such Holder of an outdated, outdated or defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, outdated or defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d6(e), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any selling Holder under this Section 5(b) hereunder be greater in amount than the dollar amount of the net proceeds actually received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

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 agents, partners, members, stockholders or employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising solely out of or based solely upon: (x) for so long as the Company is not a “Seasoned Issuer” and the prospectus delivery requirements of the Securities Act apply to sales by such Holder, such Holder’s failure to comply with any applicable the prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising solely out of or relating to 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 Prospectus, or any form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) 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 furnished in writing to the Company by such Holder expressly for use therein, or to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, 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 a the Registration Statement Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto ) or (iii2) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi3(c)(ii)-(vi), to the extent, but only to the extent, related to the use by such Holder of an outdated, outdated or defective or otherwise unavailable Prospectus after the Holder has received written notice from the Company has notified such Holder in writing that the Prospectus is outdated, outdated or defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the an Advice contemplated in Section 6(d)or an amended or supplemented Prospectus, but only if and to the extent that following the receipt of the Advice or the amended or supplemented Prospectus the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any selling Holder under this Section 5(b) hereunder be greater in amount than the dollar amount of the net proceeds actually received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification 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 or and employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising solely out of or based solely upon: upon (x) such Holder’s failure to comply with any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (yi) any untrue or alleged untrue statement of a material fact contained in any the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising solely out of or relating to 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 (i) misleading, to the extent, but only to the extent, that (A) such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder to the Company expressly specifically for inclusion in such 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 in any amendment or supplement thereto, or (iiB) to the extent, but only to the extent, that such information relates to (x) such Holder’s proposed method of distribution of Registrable Securities Holder and was reviewed and expressly approved in writing by such Holder expressly for use in a the Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose)Statement, such Prospectus Prospectus, or such form of prospectus or in any amendment or supplement thereto or (iiiy) such Holder's proposed method of distribution of Registrable Securities as set forth in Exhibit A (or as such Holder otherwise informs the Company in writing) or (ii) in the case of an occurrence of an event of the type specified described in Section 3(d)(iii)-(vi3(c)(iii)(B), to the extent3(c)(iii)(C), but only to the extent3(c)(iii)(D) or 3(n), related to the use by such a Holder of an outdated, outdated or defective or otherwise unavailable Prospectus after the delivery to the Holder of written notice from the Company has notified such Holder in writing that the Prospectus is outdated, outdated or defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d3(m); provided, but only however, that the indemnity agreement contained in this Section 5(b) shall not apply to amounts paid in settlement of any Losses if and such settlement is effected without the prior written consent of the Holder, which consent shall not be unreasonably withheld. Notwithstanding anything to the extent that following contrary contained herein, the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event Holder shall the liability of any selling Holder be liable under this Section 5(b) be greater in for only that amount than the dollar amount of as does not exceed the net proceeds actually received by to such Holder upon as a result of the sale of the Registrable Securities giving rise pursuant to such indemnification obligationRegistration Statement.

Indemnification by Holders. Each Holder shall, severally and not jointly, holder of Registrable Securities participating in any registration hereunder shall indemnify and hold harmless harmless, to the fullest extent permitted by law, the Company, its directors, officers, agents and employees, and agents, and each Person person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of Act) (collectively, "Company Indemnified Parties") against all Losses to which any Company Indemnified Party may become subject under the Securities Act, the Exchange Act), and the directors, officers, agents or employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title), to the fullest extent permitted by applicable federal law, from and against all Lossesany state or common law, or otherwise, insofar as incurredsuch Losses (or actions or proceedings, to the extent arising out of whether commenced or based solely upon: threatened, in respect thereof) are caused by (x) such Holder’s failure to comply with any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (ya) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, Statement in which such holder's Registrable Securities were included or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any the omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (b) any untrue statement or alleged untrue statement of a material fact contained in any preliminary, final, or summary prospectus, together with the case of documents incorporated by reference therein (as amended or supplemented if the Company shall have filed with the SEC any Prospectus amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and in the cases described in clauses (a) not misleading and (ib) of this Section 3.2, to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates holder relating to such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly holder for use in a Registration Statement the preparation of the documents described in such clauses (it being understood that the Holder has approved Annex A hereto for this purposea) and (b), (c) any violation by such Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event holder of the type specified in Section 3(d)(iii)-(vi)Securities Act, the Exchange Act, any other federal law, any state or common law, or any rule or regulation promulgated thereunder applicable to the extent, but only such holder and relating to the extent, related to the use action of or inaction by such Holder holder in connection with any such registration, and (d) with respect to any preliminary prospectus, the fact that such holder sold Registrable Securities to a person to whom there was not sent or given, at or before the written confirmation of an outdatedsuch sale, defective a copy of the prospectus (excluding the documents incorporated by reference) or otherwise unavailable Prospectus after of the prospectus as then amended or supplemented (excluding documents incorporated by reference) if the Company has notified previously furnished copies thereof to such Holder holder in writing that compliance with this Agreement and the Prospectus is outdated, defective Loss of such Company Indemnified Party results from an untrue statement or otherwise unavailable for use omission of a material fact relating to information provided by such Holder holder contained in such preliminary prospectus which was corrected in the prospectus (or the prospectus as amended or supplemented). Such indemnity obligation shall remain in full force and prior to effect regardless of any investigation made by or on behalf of Company Indemnified Parties and shall survive the receipt transfer of such securities by such Holder of the Advice contemplated in Section 6(d), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any selling Holder under this Section 5(b) be greater in amount than the dollar amount of the net proceeds actually received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligationholder.

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 or and employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising solely out of or based solely upon: (x) such Holder’s failure to comply with upon any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising solely out of or relating to 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 (i) misleading, to the extent, but only to the extent, that (i) such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder to the Company expressly specifically for inclusion in such 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 (ii) in any amendment or supplement thereto, or to the extent, but only to the extent, extent that such information relates to (x) such Holder’s proposed method of distribution of Registrable Securities Holder and was reviewed and expressly approved in writing by such Holder expressly for use in a the Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose)Statement, such Prospectus Prospectus, or such form of prospectus or in any amendment or supplement thereto or (iiiy) such Holder’s proposed method of distribution of Registrable Securities as set forth in Exhibit A (or as such Holder otherwise informs the Company in writing) or (ii) in the case of an occurrence of an event of the type specified described in Section 3(d)(iii)-(vi3(c)(C)(ii), to the extent3(c)(C)(iv), but only to the extent3(c)(C)(v) or 3(n), related to the use by such a Holder of an outdated, outdated or defective or otherwise unavailable Prospectus after the delivery to the Holder of written notice from the Company has notified such Holder in writing that the Prospectus is outdated, outdated or defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d3(m); provided, but only if and to however, that the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any selling Holder under indemnity agreement contained in this Section 5(b) be greater shall not apply to amounts paid in amount than settlement of any Losses if such settlement is effected without the dollar amount prior written consent of the net proceeds actually received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligationHolder, which consent shall not be unreasonably withheld.

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 or employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) such Holder’s failure to comply with any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or 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 supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly specifically for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, extent that such information relates to such Holder’s 's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto or (iiiii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), to the extent, but only to the extent, related to the use by such Holder of an outdated, outdated or defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, outdated or defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any selling Holder under this Section 5(b) hereunder be greater in amount than the dollar amount of the net proceeds actually received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification 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 or and employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising solely out of or based solely upon: (x) such Holder’s failure to comply with upon any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any the Registration Statement, any Prospectus, Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising solely out of or relating to 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 (i) misleading, to the extent, but only to the extent, that (i) such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder to the Company expressly specifically for inclusion in such 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 (ii) in any amendment or supplement thereto, or to the extent, but only to the extent, extent that such information relates to (x) such Holder’s proposed method of distribution of Registrable Securities Holder and was reviewed and expressly approved in writing by such Holder expressly for use in a the Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose)Statement, such Prospectus or such form of prospectus or in any amendment or supplement thereto or (iiiy) such Holder’s proposed method of distribution of Registrable Securities as set forth in Exhibit A (or as such Holder otherwise informs the Company in writing), (ii) in the case of an occurrence of an event of the type specified described in Section 3(d)(iii)-(vi3(c)(iii) or 3(n), to the extent, but only to the extent, related to the use by such a Holder of an outdated, outdated or defective or otherwise unavailable Prospectus after the delivery to the Holder of written notice from the Company has notified such Holder in writing that the Prospectus is outdated, outdated or defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d)3(m) or (iii) such Holder’s failure, but only if through no fault of the Company, to deliver any document prepared by the Company in accordance with Section 3(j) and delivered to such Holder at least one (1) Business Day prior to the extent date such Holder executed an agreement for the sale of Registrable Securities; provided, however, that following the receipt indemnity agreement contained in this Section 5(b) shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the prior written consent of the Advice Holder, which consent shall not be unreasonably withheld. Notwithstanding anything to the misstatement or omission giving rise to such Loss would have been corrected. In no event contrary contained herein, the Holder shall the liability of any selling Holder be liable under this Section 5(b) be greater in for only that amount than the dollar amount of as does not exceed the net proceeds actually received by to such Holder upon as a result of the sale of the Registrable Securities giving rise pursuant to such indemnification obligationRegistration Statement.

Indemnification by Holders. Each Holder shall, notwithstanding the 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 or and employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising solely out of or based solely upon: (x) such Holder’s failure to comply with upon any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising solely out of or relating to 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 (i) misleading, to the extent, but only to the extent, that (i) such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder to the Company expressly specifically for inclusion in such the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use therein, or (ii) to the extent, but only to the extent, extent that such information relates to (x) such Holder’s proposed method of distribution of Registrable Securities Holder and was reviewed and expressly approved in writing by such Holder expressly for use in a the Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose)Statement, such Prospectus Prospectus, or such form of prospectus or in any amendment or supplement thereto or (iiiy) such Holder’s proposed method of distribution of Registrable Securities as set forth in Exhibit A (or as such Holder otherwise informs the Company in writing) or (ii) in the case of an occurrence of an event of the type specified described in Section 3(d)(iii)-(vi3(c)(ii), to the extent3(c)(iii), but only to the extent3(c)(iv), related to 3(c)(v) or 3(n), the use by such a Holder of an outdated, outdated or defective or otherwise unavailable Prospectus after the delivery to the Holder of written notice from the Company has notified such Holder in writing that the Prospectus is outdated, outdated or defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d3(m); provided, but only however, that the indemnity agreement contained in this Section 5(b) shall not apply to amounts paid in settlement of any Losses if and such settlement is effected without the prior written consent of the Holder, which consent shall not be unreasonably withheld. Notwithstanding anything to the extent that following contrary contained herein, the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event Holder shall the liability of any selling Holder be liable under this Section 5(b) be greater in for only that amount than the dollar amount of as does not exceed the net proceeds actually received by to such Holder upon as a result of the sale of the Registrable Securities giving rise pursuant to such indemnification obligationRegistration Statement.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless Xpedior, the Company, its directors, officers, agents and employeesemployees of Xpedior, each Person who controls the Company Xpedior (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent Losses arising (i) solely out of or based solely upon: (x) such Holder’s failure to comply with upon any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any the Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary form of prospectus, or arising solely out of or relating to 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 supplement theretonot misleading, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company Xpedior expressly for inclusion in such Registration Statement use therein or such Prospectus or (ii) to the extent, but only to the extent, extent that such information relates to such Holder or such Holder’s 's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a the Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose)Statement, such Prospectus or in any amendment or supplement thereto such form of prospectus, or (iiiii) in directly from the case failure of an occurrence of an event of a Holder to comply with the type specified in Section 3(d)(iii)-(vi), prospectus delivery requirements applicable to it (provided that Xpedior has timely prepared all necessary prospectus supplements or amendments and provided them to the extentHolders or their representatives in accordance with the terms of this Agreement and otherwise done all things required of it in this Agreement so as not to adversely affect the ability of any Holder to timely comply with such Holder's delivery requirements); provided, but only to the extenthowever, related to the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder that in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any selling Holder under this Section 5(b) hereunder be greater in amount than the dollar amount of the net proceeds actually received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

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 or employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or are based solely upon: (x) such Holder’s failure to comply with any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or 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 light of the circumstances under which they were made) not 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 solely upon information so regarding such Holder furnished in writing to the Company by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or use therein, (ii) to the extent, but only to the extent, 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 a the applicable Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose)Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi3(c)(iii)-(v), to the extent, but only to the extent, extent related to the use by such Holder of an outdated, outdated or defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, outdated or defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been correctedAdvice. In no event shall the liability of any selling Holder under this Section 5(b) hereunder be greater in amount than the dollar amount of the net [*] = Indicates confidential information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. proceeds actually received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification 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 or employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely uponrelating to: (x) such Holder’s failure to comply with any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or 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 supplement thereto, in light of the circumstances under which they were made) not misleading (i) 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 to the Company expressly for inclusion in such Registration Statement or such Prospectus or Prospectus, (ii) to the extent, but only to the extent, extent that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto thereto, or (iii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), to the extent, but only to the extent, extent related to the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any a selling Holder under this Section 5(b) be greater in amount than the dollar amount of the proceeds (net proceeds actually of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by Holders. Each Holder shallholder of Registrable Securities will, severally and not jointly, if Registrable Securities held by such holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify and hold harmless the Company, each of its officers, directors, officersstockholders, employees, agents (including its legal counsel and employeesindependent accountants), each Person underwriter, if any, of the Company’s securities covered by such a registration statement, each person who controls the Company (or such underwriter within the meaning of Section 15 of the Securities Act Act, and each other such holder of Registrable Securities or such underwriter, each of its officers and directors and each person controlling such holder or underwriter within the meaning of Section 20 15 of the Exchange Securities Act, against all expenses, claims, losses, damages and liabilities (or actions in respect thereof), and including any of the directorsforegoing incurred in settlement of any litigation, officers, agents or employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title), to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: on (x) such Holder’s failure to comply with any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (yi) any untrue statement (or alleged untrue statement statement) of a material fact contained in any Registration Statementsuch registration statement, any Prospectusprospectus, offering circular or other document, or in any amendment or supplement thereto thereto, incident to any such registration, qualification or in any preliminary prospectuscompliance, or arising out of or relating to based on any omission (or alleged omission of omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such document in reliance upon and in conformity with information furnished to the case Company by such holder and stated to be specifically for use therein, (ii) any violation by the Company of any Prospectus rule or supplement theretoregulation promulgated under the Securities Act applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, in light of the circumstances under which they were made) not misleading (i) each case to the extent, but only to the extent, that such untrue statement or omission is contained violation occurred as a result of the use, in any such document of information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to 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 a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose)holder, such Prospectus or in any amendment or supplement thereto or (iii) in any failure to effectively cause the case of an occurrence of an event prospectus delivery requirement of the type specified in Section 3(d)(iii)-(viSecurities Act to be satisfied; and each holder will reimburse the Company, such holders, such directors, officers, stockholders, employees, agents (including its legal counsel and independent accountants), underwriters or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action for which such holder is obligated to the extent, but only provide indemnification pursuant to the extent, related to the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any selling Holder under this Section 5(b) be greater in amount than the dollar amount of the net proceeds actually received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation1.10(b).

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 or employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) such Holder’s failure to comply with any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or 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 supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or Prospectus, (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto thereto, or (iii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), to the extent, but only to the extent, related to the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any a selling Holder under this Section 5(b) be greater in amount than the dollar amount of the proceeds (net proceeds actually of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification 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 or and employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising solely out of or based solely upon: (x) such Holder’s failure to comply with upon any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising solely out of or relating to 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 (i) misleading, to the extent, but only to the extent, that (i) such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder to the Company expressly specifically for inclusion in such 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 (ii) in any amendment or supplement thereto, or to the extent, but only to the extent, extent that such information relates to (x) such Holder’s proposed method of distribution of Registrable Securities Holder and was reviewed and expressly approved in writing by such Holder expressly for use in a the Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose)Statement, such Prospectus Prospectus, or such form of prospectus or in any amendment or supplement thereto or (iiiy) such Holder's proposed method of distribution of Registrable Securities as set forth in EXHIBIT A (or as such Holder otherwise informs the Company in writing) or (ii) in the case of an occurrence of an event of the type specified described in Section 3(d)(iii)-(vi3(c)(C)(ii), to the extent3(c)(C)(iii), but only to the extent3(c)(C)(iv) or 3(n), related to the use by such a Holder of an outdated, outdated or defective or otherwise unavailable Prospectus after the delivery to the Holder of written notice from the Company has notified such Holder in writing that the Prospectus is outdated, outdated or defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d), 3(m) but only if and to the extent that following the receipt of the Advice or the amended or supplemented Prospectus the misstatement or omission giving rise to such Loss would have been corrected. In no event ; provided, however, that the indemnity agreement contained in this Section 5(b) shall the liability not apply to amounts paid in settlement of any selling Losses if such settlement is effected without the prior written consent of the Holder, which consent shall not be unreasonably withheld. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b) be greater in for only that amount than the dollar amount of as does not exceed the net proceeds actually received by to such Holder upon as a result of the sale of the Registrable Securities giving rise pursuant to such indemnification obligationRegistration 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 or and employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising solely out of or based solely upon: (x) such Holder’s failure to comply with upon any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising solely out of or relating to 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 (i) misleading, to the extent, but only to the extent, that (i) such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder to the Company expressly for inclusion in such the Registration Statement or such Prospectus Prospectus, or (ii) to the extent, but only to the extent, extent that such information relates to (x) such Holder and was reviewed and approved by such Holder expressly for use in the Registration Statement, such Prospectus, or such form of prospectus or in any amendment or supplement thereto or (y) such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved as set forth in writing by Exhibit A (or as such Holder expressly for use otherwise informs the Company in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto writing) or (iiiii) in the case of an occurrence of an event of the type specified described in Section 3(d)(iii)-(vi3(c)(C)(ii), to the extent3(c)(C)(iii), but only to the extent3(c)(C)(iv) or 3(n), related to the use by such a Holder of an outdated, outdated or defective or otherwise unavailable Prospectus after the delivery to the Holder of written notice from the Company has notified such Holder in writing that the Prospectus is outdated, outdated or defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d3(m), but only or (iii) the foregoing occurs as a result of such Holder’s gross negligence, willful misconduct or violation of law; provided, however, that the indemnity agreement contained in this Section 5(b) shall not apply to amounts paid in settlement of any Losses if and such settlement is effected without the prior written consent of the Holder, which consent shall not be unreasonably withheld. Notwithstanding anything to the extent that following contrary contained herein, the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event Holder shall the liability of any selling Holder be liable under this Section 5(b) be greater in for only that amount than the dollar amount of as does not exceed the net proceeds actually received by to such Holder upon as a result of the sale of the Registrable Securities giving rise pursuant to such indemnification obligationRegistration Statement, except in the event of willful misconduct or violation of law.

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 or and employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising solely out of or based solely upon: (x) such Holder’s failure to comply with upon any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any the Registration Statement, any Prospectus, or any form of Prospectus, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising solely out of or relating to 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 (i) misleading, to the extent, but only to the extent, that (i) such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder to the Company expressly specifically for inclusion in such 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 (ii) in any amendment or supplement thereto, or to the extent, but only to the extent, extent that such information relates to (x) such Holder’s proposed method of distribution of Registrable Securities Holder and was reviewed and expressly approved in writing by such Holder expressly for use in a the Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose)Statement, such Prospectus, or such form of Prospectus or in any amendment or supplement thereto or (iiiy) such Holder’s proposed method of distribution of Registrable Securities as set forth in Exhibit A (or as such Holder otherwise informs the Company in writing) or (ii) in the case of an occurrence of an event of the type specified described in Section 3(d)(iii)-(vi3(c)(C)(ii), to the extent3(c)(C)(iii), but only to the extent3(c)(C)(iv) or 3(n), related to the use by such a Holder of an outdated, outdated or defective or otherwise unavailable Prospectus after the delivery to the Holder of written notice from the Company has notified such Holder in writing that the Prospectus is outdated, outdated or defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d), 3(m) but only if and to the extent that following the receipt of the Advice or the amended or supplemented Prospectus the misstatement or omission giving rise to such Loss would have been corrected. In no event ; provided, however, that the indemnity agreement contained in this Section 5(b) shall the liability not apply to amounts paid in settlement of any selling Losses if such settlement is effected without the prior written consent of the Holder, which consent shall not be unreasonably withheld. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b) be greater in for only that amount than the dollar amount of as does not exceed the net proceeds actually received by to such Holder upon as a result of the sale of the Registrable Securities giving rise pursuant to such indemnification obligationRegistration 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 or employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)Persons, to the fullest extent permitted by applicable law, from and against all Losses, Losses (as incurred, determined by a court of competent jurisdiction in a final judgment not subject to the extent appeal or review) arising solely out of or based solely upon: (x) such Holder’s failure to comply with upon any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising solely out of or relating to 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 supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly specifically for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only extent that (1) such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the extentCompany by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s 's proposed method of distribution of Registrable Registerable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a the Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose)Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (iii2) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi3(d)(ii)-(vi), to the extent, but only to the extent, related to the use by such Holder of an outdated, outdated or defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, outdated or defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d6(e), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any selling Holder under this Section 5(b) hereunder be greater in amount than the dollar amount of the net proceeds actually received by such Holder upon the sale of the Registrable Registerable Securities giving rise to such indemnification 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 or and employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising solely out of or based solely upon: (x) such Holder’s failure to comply with upon any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising solely out of or relating to 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 (i) misleading, to the extent, but only to the extent, that (i) such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder to the Company expressly specifically for inclusion in such 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 (ii) in any amendment or supplement thereto, or to the extent, but only to the extent, extent that such information relates to (x) such Holder’s proposed method of distribution of Registrable Securities Holder and was reviewed and expressly approved in writing by such Holder expressly for use in a the Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose)Statement, such Prospectus Prospectus, or such form of prospectus or in any amendment or supplement thereto or (iiiy) such Holder's proposed method of distribution of Registrable Securities as set forth in Exhibit A (or as such Holder otherwise informs the Company in writing) or (ii) in the case of an occurrence of an event of the type specified described in Section 3(d)(iii)-(vi3(c)(C)(ii), to the extent3(c)(C)(iii), but only to the extent3(c)(C)(iv) or 3(n), related to the use by such a Holder of an outdated, outdated or defective or otherwise unavailable Prospectus after the delivery to the Holder of written notice from the Company has notified such Holder in writing that the Prospectus is outdated, outdated or defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d3(m), but only or (iii) the foregoing occurs as a result of such Holder’s gross negligence, willful misconduct or violation of law; provided, however, that the indemnity agreement contained in this Section 5(b) shall not apply to amounts paid in settlement of any Losses if and such settlement is effected without the prior written consent of the Holder, which consent shall not be unreasonably withheld. Notwithstanding anything to the extent that following contrary contained herein, the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event Holder shall the liability of any selling Holder be liable under this Section 5(b) be greater in for only that amount than the dollar amount of as does not exceed the net proceeds actually received by to such Holder upon as a result of the sale of the Registrable Securities giving rise pursuant to such indemnification obligationRegistration 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 or and employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising solely out of or based solely upon: (x) such Holder’s failure to comply with upon any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising solely out of or relating to 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 (i) misleading, to the extent, but only to the extent, that (i) such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder to the Company expressly specifically for inclusion in such 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 (ii) in any amendment or supplement thereto, or to the extent, but only to the extent, extent that such information relates to (x) such Holder’s proposed method of distribution of Registrable Securities Holder and was reviewed and expressly approved in writing by such Holder expressly for use in a the Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose)Statement, such Prospectus Prospectus, or such form of prospectus or in any amendment or supplement thereto or (iiiy) such Holder’s proposed method of distribution of Registrable Securities as set forth in Exhibit A (or as such Holder otherwise informs the Company in writing) or (ii) in the case of an occurrence of an event of the type specified described in Section 3(d)(iii)-(vi3(c)(ii), to the extent3(c)(iii), but only to the extent3(c)(iv), related to 3(c)(v) or 3(n), the use by such a Holder of an outdated, outdated or defective or otherwise unavailable Prospectus after the delivery to the Holder of written notice from the Company has notified such Holder in writing that the Prospectus is outdated, outdated or defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d3(m); provided, but only however, that the indemnity agreement contained in this Section 5(b) shall not apply to amounts paid in settlement of any Losses if and such settlement is effected without the prior written consent of the Holder, which consent shall not be unreasonably withheld. Notwithstanding anything to the extent that following contrary contained herein, the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event Holder shall the liability of any selling Holder be liable under this Section 5(b) be greater in for only that amount than the dollar amount of as does not exceed the net proceeds actually received by to such Holder upon as a result of the sale of the Registrable Securities giving rise pursuant to such indemnification obligationRegistration Statement.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its officers, directors, officersmembers, partners, 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 or employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)) of each of them, each Person who controls the Company (within the meaning of Section 15 of the Securities Act or Xxxxxxx 00 xx xxx Xxxxxxxx Xxx) and the officers, directors, members, shareholders, partners and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Person, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) such Holder’s failure to comply with any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or 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 supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Shareholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), to the extent, but only to the extent, related to the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been correctedthereto. In no event shall the liability of any a selling Holder under this Section 5(b) be greater in amount than the dollar amount of the proceeds (net proceeds actually of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification 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 or employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or are based solely upon: (x) such Holder’s failure to comply with any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of Prospectus, or in any amendment or supplement thereto or in any preliminary prospectusProspectus, or arising out of or 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 any form of Prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement statements or omission is contained in any omissions are based upon information so regarding such Holder furnished in writing (including, without limitation, in a Selling Stockholder Questionnaire furnished by such Holder) to the Company by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or use therein, (ii) to the extent, but only to the extent, that such information relates to such Holder or such Holder’s 's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing provided by such Holder in writing (including, without limitation, in a Selling Stockholder Questionnaire furnished by such Holder) expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose)Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi6(h), to the extent, but only to the extent, related to the use by such Holder of an outdated, outdated or defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, outdated or defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d12(c), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any selling Holder under this Section 5(b) hereunder be greater in amount than the dollar amount of the net proceeds actually received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an Indemnified Party (as defined in Section 8(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, 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 Act), and the directors, officers, agents or employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) such Holder’s failure to comply with any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or 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 supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or Prospectus, (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A B hereto for this purpose), such Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), to the extent, but only to the extent, related to the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d6(c), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any a selling Holder under this Section 5(b) be greater in amount than the dollar amount of the proceeds (net proceeds actually of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification 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 or employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) such Holder’s failure to comply with any applicable the prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or 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 supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly specifically for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, extent that (1) 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 a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (iii2) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi3(c)(ii)-(vi), to the extent, but only to the extent, related to the use by such Holder of an outdated, outdated or defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing Holder’s receipt of written notice that the Prospectus is outdated, outdated or defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d7(c), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any selling Holder under this Section 5(b) hereunder be greater in amount than the dollar amount of the net proceeds actually received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employeesemployees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title), 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, members, shareholders, partners, agents or employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)title)of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) such Holder’s failure to comply with any applicable the prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or 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 supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly specifically for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, extent that such information relates to 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 a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (iiiii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), to the extent, but only to the extent, related to the use by such Holder of an outdated, outdated or defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, outdated or defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any selling Holder under this Section 5(b) hereunder be greater in amount than the dollar amount of the net proceeds actually received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employeesemployees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title), 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 or employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)) of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) such Holder’s failure relating to comply with any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or 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 supplement thereto, in light of the circumstances under which they were made) not misleading (i) misleading, in each case to the extent, but only to the extent, that (i) such untrue statement statement, alleged untrue statements, omissions or alleged omissions or omission is contained in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement Statement, such Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), to the extent, but only to the extent, related to the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d6(c), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any a selling Holder under this Section 5(b) be greater in amount than the dollar amount of the proceeds (net proceeds actually of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by Holders. Each Holder Holders shall, severally and not jointly, indemnify and hold harmless the Company, Company and 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 or employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising that arise out of or are based solely upon: (x) such Holder’s failure to comply with any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, Prospectus or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising that arise out of or relating to are 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 Prospectus, or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extentmisleading; provided, but however, that a Holder shall be so obligated only to the extentextent that such Losses arise out of or are based solely upon: (A) any such untrue statements, alleged untrue statements, omissions or alleged omissions that are based upon (x) information furnished in writing to the Company by such Holder expressly for use in such Registration Statement, Prospectus or amendment or supplement thereto and such untrue statement or alleged untrue statement or omission is contained or alleged omission had not been corrected in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) any amendment or supplement thereto prior to the extent, but only sale of Registrable Securities to such Person asserting the extent, that such applicable indemnification claim or (y) information relates relating to such Holder’s proposed method of distribution of Registrable Securities and that was reviewed and expressly approved in writing by such Holder expressly for use in a such Registration Statement Statement, Prospectus or amendment or supplement thereto (it being understood that the such Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto ; or (iiiB) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi4(c)(iii)-(vi), to the extent, but only to the extent, related to the use by such Holder of an outdated, outdated or defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the such Prospectus is outdatedoutdated or defective, defective or otherwise unavailable for use by and such Holder has received and prior elected to the receipt by such Holder of disregard the Advice (as contemplated by and defined in Section 6(d8(d) below), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability indemnification obligation of any selling Holder under this Section 5(b6(b) be greater in amount than the dollar amount of the net proceeds actually received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification 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 or employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) such Holder’s failure to comply with any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or 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 supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly specifically for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, extent that such information relates to 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 a Registration Statement (it being understood that the each Holder has approved Annex A hereto for this purpose), such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), to the extent, but only to the extent, related to the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been correctedthereto. In no event shall the liability of any selling Holder under this Section 5(b) hereunder be greater in amount than the dollar amount of the net proceeds actually received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

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 agents, partners, members, stockholders or employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising solely out of or based solely upon: (x) for so long as the Company is not a “Seasoned Issuer” and the prospectus delivery requirements of the Securities Act apply to sales by such Holder, such Holder’s failure to comply with any applicable the prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising solely out of or relating to 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 Prospectus, or any form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) 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 furnished in writing to the Company by such Holder expressly for use therein, or to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, 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 a the Registration Statement Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto ) or (iii2) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), to the extent, but only to the extent, related to the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any selling Holder under this Section 5(b) be greater in amount than the dollar amount of the net proceeds actually received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.3(c)(ii)-

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 or and employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising solely out of or based solely upon: (x) such Holder’s failure to comply with upon any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising solely out of or relating to 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 supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly specifically for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only extent that (i) such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the extentCompany by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s 's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a the Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose)Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (iiiii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi3(d)(v)-(vii), to the extent, but only to the extent, related to the use by such Holder of an outdated, outdated or defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, outdated or defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d6(f), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any selling Holder under this Section 5(b) hereunder be greater in amount than the dollar amount of the net proceeds actually received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify indemnify, defend and hold harmless the CompanyCompany and its officers, its directors, officersmembers, partners, agents and other representatives, brokers, employees, each Person who controls the Company shareholders, equity holders (within the meaning regardless of Section 15 of the Securities Act and Section 20 of the Exchange Actwhether such interests are held directly or indirectly), principals, managers, portfolio managers, trustees, investment advisors, predecessors, successors and the directorsassigns, officerssubsidiaries, agents or employees of such controlling Persons attorneys and advisors (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each Person who controls such any such Holder or any Affiliate thereof (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, members, partners, agents and other representatives, brokers, employees, shareholders, equity holders (regardless of whether such interests are held directly or indirectly), principals, managers, portfolio managers, trustees, investment advisors, predecessors, successors and assigns, subsidiaries, attorneys and advisors (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Person (each a “Company Indemnified Person”), to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent in connection with, arising out of of, as a result of, relating to or based solely upon: (x) such Holder’s failure to comply with any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or 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 supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, extent that such untrue statement or omission is contained in any information regarding such Holder so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, extent that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and that was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), to the extent, but only to the extent, related to the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been correctedthereto. In no event shall the aggregate liability of any a selling Holder under this Section 5(b6(b) and Section 6(d) be greater in amount than the dollar amount of the proceeds (net proceeds actually of all expenses paid by such Holder in connection with any claim relating to this Section 6 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification 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 or employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding Holder selling Registrable Securities in such titlesregistration statement and any director, notwithstanding a lack of such title officer, agent, broker, investment advisor or employee or any other title)Person who controls such Holder, to the fullest extent permitted by applicable law, from and against all Losses, Losses (as incurred, determined by a court of competent jurisdiction in a final judgment not subject to the extent appeal or review) arising solely out of or based solely upon: upon (x) such Holder’s failure to comply with any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (yA) any untrue statement or alleged untrue statement of a material fact contained in any the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising solely out of or relating to 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 supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission is contained in any information so furnished in writing by such Holder to the Company expressly specifically for inclusion in such 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 (ii) to the extent, but only to the extent, that such information (A) relates to such Holder or such Holder’s 's proposed method of distribution of Registrable Securities and (B) was reviewed and expressly approved in writing by such Holder expressly for use in a the Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose)Statement, such Prospectus or such form of Prospectus, or in any amendment or supplement thereto or (iiiit being understood that clause (B) in this sentence shall not apply to the case plan of an occurrence distribution section of an event a Registration Statement, Prospectus or a form of the type specified in Section 3(d)(iii)-(vi), prospectus or amendment or supplement thereto to the extent, but only to the extent, related that such plan of distribution contains the exact wording set forth in the "Plan of Distribution" attached hereto as Annex A; provided, that clause (B) of this sentence shall apply to the use by such Holder plan of an outdateddistribution section of a Registration Statement, defective Prospectus or otherwise unavailable Prospectus after form of prospectus or amendment or supplement thereto in the event the Holders inform the Company has notified such Holder in writing that such plan of distribution section should be revised in any way) or (B) any untrue or alleged untrue statement or omission or alleged omission made in any preliminary Prospectus that is corrected in a final Prospectus (or any amendment or supplement thereto) if the person asserting such Losses purchased Common Stock from a Purchaser in reliance upon such preliminary Prospectus is outdated(or a Prospectus which was subsequently amended or supplemented) but was not sent or given a copy of the final Prospectus (as amended or supplemented) or the Prospectus, defective as subsequently amended or otherwise unavailable for use supplemented, that was made available by the Company to such Holder and Purchaser at or prior to the receipt by such Holder written confirmation of the Advice contemplated in Section 6(d), but only if and to the extent that following the receipt sale of the Advice the misstatement or omission giving rise Common Stock to such Loss would have been correctedperson in any case where such delivery of such final Prospectus (as amended or supplemented) is required, unless such failure to deliver such final prospectus (as amended or supplemented) or Prospectus, as subsequently amended or supplemented, was a result of noncompliance by the Company with Section 3(g) of this Agreement. In no event shall the liability of any selling Holder under this Section 5(b) hereunder be greater in amount than the dollar amount of the net proceeds actually received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification 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 or employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) such Holder’s failure to comply with any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (yi) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or 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 supplement thereto, in light of the circumstances under which they were made) not misleading (iA) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (iiB) to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto thereto; or (ii) any violation or alleged violation by the Holder of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the the sale or other disposition of the Registrable Securities; or (iii) in the case of an occurrence of an event failure of the type specified Holder to comply with its obligations set forth in Section 3(d)(iii)-(vi), to the extent, but only to the extent, related to the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been correctedthis Agreement. In no event shall the liability of any a selling Holder under this Section 5(b) be greater in amount than the dollar amount of the proceeds (net proceeds actually of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by Holders. Each Holder shall, severally and not jointly, holder of Registrable Securities participating in any registration hereunder shall indemnify and hold harmless harmless, to the fullest extent permitted by law, the Company, its directors, officers, agents and employees, and agents, and each Person person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of Act) (collectively, "COMPANY INDEMNIFIED PARTIES") against all Losses to which any Company Indemnified Party may become subject under the Securities Act, the Exchange Act), and the directors, officers, agents or employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title), to the fullest extent permitted by applicable federal law, from and against all Lossesany state or common law, or otherwise, insofar as incurredsuch Losses (or actions or proceedings, to the extent arising out of whether commenced or based solely upon: threatened, in respect thereof) are caused by (x) such Holder’s failure to comply with any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (ya) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, Statement in which such holder's Registrable Securities were included or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any the omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (b) any untrue statement or alleged untrue statement of a material fact contained in any preliminary, final, or summary prospectus, together with the case of documents incorporated by reference therein (as amended or supplemented if the Company shall have filed with the SEC any Prospectus amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and in the cases described in clauses (a) not misleading and (ib) of this SECTION 3.2, to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates holder relating to such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly holder for use in a Registration Statement the preparation of the documents described in such clauses (it being understood that the Holder has approved Annex A hereto for this purposea) and (b), (c) any violation by such Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event holder of the type specified in Section 3(d)(iii)-(vi)Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities laws, and (d) with respect to any preliminary prospectus, the extent, but only fact that such holder sold Registrable Securities to a person to whom there was not timely sent or given a copy of the extent, related to prospectus (excluding the use documents incorporated by such Holder reference) or of an outdated, defective the prospectus as then amended or otherwise unavailable Prospectus after supplemented (excluding documents incorporated by reference) if the Company has notified previously furnished copies thereof to such Holder holder in writing that compliance with this Agreement and the Prospectus is outdated, defective Loss of such Company Indemnified Party results from an untrue statement or otherwise unavailable for use omission of a material fact relating to information provided by such Holder holder contained in such preliminary prospectus which was corrected in the prospectus (or the prospectus as amended or supplemented). Such indemnity obligation shall remain in full force and prior to effect regardless of any investigation made by or on behalf of Company Indemnified Parties and shall survive the receipt transfer of such securities by such Holder of the Advice contemplated in Section 6(d), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any selling Holder under this Section 5(b) be greater in amount than the dollar amount of the net proceeds actually received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligationholder.

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 or employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)Persons, to the fullest extent permitted by applicable law, from and against all Losses, Losses (as incurred, determined by a court of competent jurisdiction in a final judgment not subject to the extent appeal or review) arising out of or based solely upon: (x) such Holder’s failure to comply with upon any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising out of or relating based upon: (i) such Holder's failure to comply with the prospectus delivery requirements of the Securities Act; (ii) any omission untrue statements or alleged omission omissions of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly specifically for inclusion in such any Registration Statement or such Prospectus or (ii) to the extent, but only extent that or to the extent, that extent such information relates to such Holder or such Holder’s 's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a such Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose)Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto thereto; or (iii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi3(c)(ii)-(vi), to the extent, but only to the extent, related to the use by such Holder of an outdated, outdated or defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, outdated or defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d6(e), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any selling Holder under this Section 5(b) hereunder be greater in amount than the dollar amount of the net proceeds actually received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification 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 or and employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising solely out of or based solely upon: (x) such Holder’s failure to comply with upon any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising solely out of or relating to 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 (i) misleading, to the extent, but only to the extent, that (i) such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder to the Company expressly specifically for inclusion in such 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 (ii) in any amendment or supplement thereto, or to the extent, but only to the extent, extent that such information relates to (x) such Holder’s proposed method of distribution of Registrable Securities Holder and was reviewed and expressly approved in writing by such Holder expressly for use in a the Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose)Statement, such Prospectus Prospectus, or such form of prospectus or in any amendment or supplement thereto or (iiiy) such Holder's proposed method of distribution of Registrable Securities as set forth in Exhibit A (or as such Holder otherwise informs the Company in writing), (ii) in the case of an occurrence of an event of the type specified described in Section 3(d)(iii)-(vi3(c)(C)(ii), to the extent3(c)(C)(iii), but only to the extent3(c)(C)(iv) or 3(n), related to the use by such a Holder of an outdated, outdated or defective or otherwise unavailable Prospectus after the delivery to the Holder of written notice from the Company has notified such Holder in writing that the Prospectus is outdated, outdated or defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d)3(m) or (iii) such Holder's failure to comply with the Prospectus delivery requirements of the Securities Act through no fault of the Company; provided, but only however, that the indemnity agreement contained in this Section 5(b) shall not apply to amounts paid in settlement of any Losses if and such settlement is effected without the prior written consent of the Holder, which consent shall not be unreasonably withheld. Notwithstanding anything to the extent that following contrary contained herein, the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event Holder shall the liability of any selling Holder be liable under this Section 5(b) be greater in for only that amount than the dollar amount of as does not exceed the net proceeds actually received by to such Holder upon as a result of the sale of the Registrable Securities giving rise pursuant to such indemnification obligationRegistration 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 or employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) such Holder’s failure to comply with any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or 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 supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or Prospectus, (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Securityholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A B hereto for this purpose), such Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi3(c)(iii)-(vi), to the extent, but only to the extent, related to the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d6(c), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any a selling Holder under this Section 5(b) be greater in amount than the dollar amount of the proceeds (net proceeds actually of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification 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 or employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) such Holder’s failure to comply with any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or 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 the Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is contained in any information so furnished (or in the case of an omission, results from the failure of such Holder to fully or accurately complete the Selling Shareholder Questionnaire) in writing by or on behalf of such Holder to the Company expressly specifically for inclusion in such the Registration Statement or such Prospectus or (ii) to the extentextent that (1) such untrue statements or omissions are based solely upon information regarding such Holder furnished (or in the case of an omission, but only results from the failure of such Holder to fully or accurately complete the Selling Shareholder Questionnaire) in writing to the extentCompany by or on behalf of such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and which proposed method was reviewed and expressly approved in writing by such Holder expressly for use in a the Registration Statement (it being understood that the Holder has approved reviewed Annex A hereto for this purpose), such Prospectus or such form of Prospectus or in any amendment or supplement thereto thereto, or (iii2) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi3(c)(ii)-(v), to the extent, but only to the extent, related to the use by such Holder of an outdated, outdated or defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, outdated or defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d6(c), but only if and or (3) the failure of the Holder to deliver a Prospectus as amended or supplemented prior to the extent that following the receipt confirmation of the Advice the misstatement or omission giving rise to such Loss would have been correcteda sale. In no event shall the liability of any selling Holder under this Section 5(b) hereunder be greater in amount than the dollar amount of the net gross proceeds actually received by such the Holder upon with respect to the sale of the its Registrable Securities giving rise to such indemnification 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 or employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title), to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) such Holder’s failure to comply with any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or 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 supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or Prospectus, (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), to the extent, but only to the extent, related to the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any a selling Holder under this Section 5(b) be greater in amount than the dollar amount of the proceeds (net proceeds actually of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification 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 or employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)Persons, to the fullest extent permitted by applicable law, from and against all Losses, Losses (as incurred, determined by a court of competent jurisdiction in a final judgment not subject to the extent appeal or review) arising solely out of or based solely upon: (x) such Holder’s failure to comply with upon any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising solely out of or relating to 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 supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly specifically for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only extent that (1) such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the extentCompany by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s 's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a the Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose)Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (iii2) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi3(d)(ii)-(vi), to the extent, but only to the extent, related to the use by such Holder of an outdated, outdated or defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, outdated or defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d6(e), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any selling Holder under this Section 5(b) hereunder be greater in amount than the dollar amount of the net proceeds actually received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification 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 or employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or are based solely upon: (x) such Holder’s failure to comply with any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of Prospectus, or in any amendment or supplement thereto or in any preliminary prospectusProspectus, or arising out of or 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 any form of Prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement statements or omission is contained in any omissions are based upon information so regarding such Holder furnished in writing (including, without limitation, in a Selling Stockholder Questionnaire furnished by such Holder) to the Company by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or use therein, (ii) to the extent, but only 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 provided by such Holder in writing (including, without limitation, in a Selling Stockholder Questionnaire furnished by such Holder) expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose)Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi6(h), to the extent, but only to the extent, related to the use by such Holder of an outdated, outdated or defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, outdated or defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d13(c), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any selling Holder under this Section 5(b) hereunder be greater in amount than the dollar amount of the net proceeds actually received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an Indemnified Party (as defined in Section 8(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, 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 or and employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising solely out of or based solely upon: (x) such Holder’s failure to comply with upon any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising solely out of or relating to 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 (i) misleading, to the extent, but only to the extent, that (i) such untrue statement or omission is contained in any information so furnished in writing (or such omission was omitted from information required to be provided in writing) by such Holder to the Company expressly specifically for inclusion in such 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 (ii) in any amendment or supplement thereto, or to the extent, but only to the extent, extent that such information relates to (x) such Holder’s proposed method of distribution of Registrable Securities Holder and was reviewed and expressly approved in writing by such Holder expressly for use in a the Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose)Statement, such Prospectus Prospectus, or such form of prospectus or in any amendment or supplement thereto or (iiiy) such Holder's proposed method of distribution of Registrable Securities as set forth in Exhibit A (or as such Holder otherwise informs the Company in writing) or (ii) in the case of an occurrence of an event of the type specified described in Section 3(d)(iii)-(vi3(c)(C)(ii), to the extent3(c)(C)(iii), but only to the extent3(c)(C)(iv) or 3(n), related to the use by such a Holder of an outdated, outdated or defective or otherwise unavailable Prospectus after the delivery to the Holder of written notice from the Company has notified such Holder in writing that the Prospectus is outdated, outdated or defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d3(m); provided, but only however, that the indemnity agreement contained in this Section 5(b) shall not apply to amounts paid in settlement of any Losses if and such settlement is effected without the prior written consent of the Holder, which consent shall not be unreasonably withheld. Notwithstanding anything to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event contrary contained herein, a Holder shall the liability of any selling Holder be liable under this Section 5(b) be greater in for only that amount than the dollar amount of as does not exceed the net proceeds actually received by to such Holder upon as a result of the sale of the Registrable Securities giving rise pursuant to such indemnification obligationRegistration 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 or employees directors and officers of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) such Holder’s failure to comply with any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or 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 supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to 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 a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), to the extent, but only to the extent, related to the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any selling Holder under this Section 5(b) be greater in amount than the dollar amount of the net proceeds actually received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Holders. Each Holder and its permitted assignees 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 or employees of such controlling Persons (Persons, and any other Persons with a functionally equivalent role the respective successors, assigns, estate and personal representatives of a Person holding such titles, notwithstanding a lack each of such title or any other title)the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) such Holder’s failure relating to comply with any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectusprospectus, as supplemented or in any amendment or supplement thereto or in any preliminary prospectusamended, if applicable, or arising out of or 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 supplement thereto, in the light of the circumstances under which they were made) not misleading (i) misleading, to the extent, but only to the extent, that such untrue statement or omission or alleged untrue statement or omission is contained in or omitted from any information so regarding such Holder furnished in writing to the Company by such Holder expressly for use in therein, and that such information was reasonably relied upon by the Company for use therein, or to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, extent that such information relates to such HolderHolder or such Xxxxxx’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved furnished in writing by such Holder expressly for use in a Registration Statement therein (it being understood that the each Holder has approved Annex Exhibit A hereto for this purpose); provided, however, that in no event shall a Holder’s liability pursuant to this Section 4.2, exceed the proceeds from the offering received by such Prospectus or in any amendment or supplement thereto or (iii) Holder, except in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), to the extent, but only to the extent, related to the use willful misconduct or fraud by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any selling Holder under this Section 5(b) be greater in amount than the dollar amount of the net proceeds actually received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligationHolder.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify indemnify, defend and hold harmless the CompanyCompany and its officers, its directors, officersmembers, partners, agents and other representatives, brokers, employees, each Person who controls the Company shareholders, equity holders (within the meaning regardless of Section 15 of the Securities Act and Section 20 of the Exchange Actwhether such interests are held directly or indirectly), principals, managers, portfolio managers, trustees, investment advisors, predecessors, successors and the directorsassigns, officerssubsidiaries, agents or employees of such controlling Persons attorneys and advisors (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each Person who controls such any such Holder or any Affiliate thereof (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, members, partners, agents and other representatives, brokers, employees, shareholders, equity holders (regardless of whether such interests are held directly or indirectly), principals, managers, portfolio managers, trustees, investment advisors, predecessors, successors and assigns, subsidiaries, attorneys and advisors (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Person, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent in connection with, arising out of of, as a result of, relating to or based solely upon: (x) such Holder’s failure to comply with any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or 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 supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, extent that such untrue statement or omission is contained in any information regarding such Holder so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, extent that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and that was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), to the extent, but only to the extent, related to the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been correctedthereto. In no event shall the aggregate liability of any a selling Holder under this Section 5(b6(b) and Section 6(d) be greater in amount than the dollar amount of the proceeds (net proceeds actually of all expenses paid by such Holder in connection with any claim relating to this Section 6 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification 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 or and employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising solely out of or based solely upon: (x) such Holder’s failure to comply with upon any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising solely out of or relating to 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 (i) misleading, to the extent, but only to the extent, that (i) such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder to the Company expressly specifically for inclusion in such 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 (ii) in any amendment or supplement thereto, or to the extent, but only to the extent, extent that such information relates to (x) such Holder’s proposed method of distribution of Registrable Securities Holder and was reviewed and expressly approved in writing by such Holder expressly for use in a the Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose)Statement, such Prospectus Prospectus, or such form of prospectus or in any amendment or supplement thereto or (iiiy) such Holder's proposed method of distribution of Registrable Securities as set forth in EXHIBIT A (or as such Holder otherwise informs the Company in writing) or (ii) in the case of an occurrence of an event of the type specified described in Section 3(d)(iii)-(vi3(c)(C)(ii), to the extent3(c)(C)(iii), but only to the extent3(c)(C)(iv) or 3(n), related to the use by such a Holder of an outdated, outdated or defective or otherwise unavailable Prospectus after the delivery to the Holder of written notice from the Company has notified such Holder in writing that the Prospectus is outdated, outdated or defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d3(m); provided, but only however, that the indemnity agreement contained in this Section 5(b) shall not apply to amounts paid in settlement of any Losses if and such settlement is effected without the prior written consent of the Holder, which consent shall not be unreasonably withheld. Notwithstanding anything to the extent that following contrary contained herein, the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event Holder shall the liability of any selling Holder be liable under this Section 5(b) be greater in for only that amount than the dollar amount of as does not exceed the net proceeds actually received by to such Holder upon as a result of the sale of the Registrable Securities giving rise pursuant to such indemnification obligationRegistration Statement.

Indemnification by Holders. Each Holder shall, severally and not jointly, holder of Registrable Securities participating in any registration hereunder shall indemnify and hold harmless harmless, to the fullest extent permitted by law, the Company, its directors, officers, agents and employees, and agents, and each Person person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of Act) (collectively, "Company Indemnified Parties") against all Losses to which any Company Indemnified Parties may become subject under the Securities Act, the Exchange Act), and the directors, officers, agents or employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title), to the fullest extent permitted by applicable federal law, from and against all Lossesany state or common law, or otherwise, insofar as incurredsuch Losses (or actions or proceedings, to the extent arising out of whether commenced or based solely upon: threatened, in respect thereof) are caused by (x) such Holder’s failure to comply with any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (ya) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, Statement in which such holder's Registrable Securities were included or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any the omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (b) any untrue statement or alleged untrue statement of a material fact contained in any preliminary, final, or summary prospectus, together with the case of documents incorporated by reference therein (as amended or supplemented if the Company shall have filed with the SEC any Prospectus amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and in the cases described in clauses (a) not misleading and (ib) of this Section 3.2, to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates holder relating to such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly holder for use in a Registration Statement the preparation of the documents described in such clauses (it being understood that the Holder has approved Annex A hereto for this purposea) and (b), (c) any violation by such Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event holder of the type specified in Section 3(d)(iii)-(vi)Securities Act, the Exchange Act, any other federal law, any state or common law, or any rule or regulation promulgated thereunder applicable to the extent, but only such holder and relating to the extent, related to the use action of or inaction by such Holder holder in connection with any such registration, and (d) with respect to any preliminary prospectus, the fact that such holder sold Registrable Securities to a person to whom there was not sent or given, at or before the written confirmation of an outdatedsuch sale, defective a copy of the prospectus (excluding the documents incorporated by reference) or otherwise unavailable Prospectus after of the prospectus as then amended or supplemented (excluding documents incorporated by reference) if the Company has notified previously furnished copies thereof to such Holder holder in writing that compliance with this Agreement and the Prospectus is outdated, defective Loss of such Company Indemnified Party results from an untrue statement or otherwise unavailable for use omission of a material fact relating to information provided by such Holder holder contained in such preliminary prospectus which was corrected in the prospectus (or the prospectus as amended or supplemented). Such indemnity obligation shall remain in full force and prior to effect regardless of any investigation made by or on behalf of Company Indemnified Parties and shall survive the receipt transfer of such securities by such Holder of the Advice contemplated in Section 6(d), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any selling Holder under this Section 5(b) be greater in amount than the dollar amount of the net proceeds actually received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligationholder.

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 or employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)Persons, to the fullest extent permitted by applicable law, from and against all Losses, Losses (as incurred, determined by a court of competent jurisdiction in a final judgment not subject to the extent appeal or review) arising solely out of or based solely upon: (x) such Holder’s failure to comply with upon any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising solely out of or relating to 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 supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that (1) 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 expressly for use therein, or to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, 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 a the Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose)Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (iii2) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi3(c)(ii)-(vi), to the extent, but only to the extent, related to the use by such Holder of an outdated, outdated or defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, outdated or defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d6(e), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any selling Holder under this Section 5(b) hereunder be greater in amount than the dollar amount of the net proceeds actually received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents agents, stockholders, Affiliates 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 or employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or are based solely upon: (x) such Holder’s failure to comply with any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising out of or 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 supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, 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 to the Company expressly for inclusion in such Registration Statement or such Prospectus use therein or (ii) to the extent, but only to the extent, 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 a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi3(c)(iii)-(vi), to the extent, but only to the extent, related to the use by such Holder of an outdated, outdated or defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, outdated or defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d6(c), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any selling Holder under this Section 5(b) hereunder be greater in amount than the dollar amount of the net proceeds actually received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Holders. Each Holder shall, notwithstanding any termination of this Agreement, 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 or employees of each such controlling Persons (Person, and any other Persons with a functionally equivalent role the respective successors, assigns, estate and personal representatives of a Person holding such titles, notwithstanding a lack each of such title or any other title)the foregoing, to the fullest extent permitted by applicable law, from and against any and all Losses, as incurred, to the extent arising out of or based solely upon: (x) such Holder’s failure relating to comply with any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any 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 out of or 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 (i) 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 to the Company expressly specifically for inclusion in such 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 (ii) such form of prospectus or to the extent, but only to the extent, extent that such information relates to such Holder or such Holder’s 's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a the Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose)Statement, such Prospectus or in any amendment or supplement thereto or (iii) in the case such form of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), Prospectus Supplement. Notwithstanding anything to the extentcontrary contained herein, but only to the extent, related to the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any selling Holder be liable under this Section 5(b) be greater in for only that amount than the dollar amount of as does not exceed the net proceeds actually received by to such Holder upon as a result of the sale of the Registrable Securities giving rise pursuant to such indemnification obligationRegistration Statement.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employeesemployees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title), 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 or employees of such controlling Persons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)) of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) such Holder’s failure to comply with any applicable prospectus delivery requirements of the Securities Act or the plan of distribution in any Registration Statement through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or 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 supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or Prospectus, (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A and Annex B hereto for this purpose), such Prospectus or in any amendment or supplement thereto thereto, or (iii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), to the extent, but only to the extent, related to the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d6(c), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any a selling Holder under this Section 5(b) be greater in amount than the dollar amount of the proceeds (net proceeds actually of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.