Common use of Indemnification by Holders Clause in Contracts

Indemnification by Holders. To the extent permitted by law, each selling Holder will severally and not jointly indemnify and hold harmless the Company, each of its officers and directors, each person, if any, who controls the Company within the meaning of the Securities Act, any investment banking firm acting as underwriter for the Company or the selling Holder, or any broker/dealer acting on behalf of the Company or any other selling Holder, and all other selling Holders against any such Losses to which the Company or any such director, officer, controlling person, underwriter, or broker/dealer or other selling Holder may become subject to, under the Securities Act or otherwise, insofar as such Losses arise out of or are based upon any untrue or alleged untrue statement of any material fact contained in the Registration Statement or any preliminary prospectus or final prospectus, relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they are made, in each case to the extent and only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, in any preliminary prospectus or final prospectus relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, in reliance upon and in conformity with written information furnished by such selling Holder expressly for use in connection with the Registration Statement or any preliminary prospectus or final prospectus related thereto; and such selling Holders will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter, broker/dealer or other selling Holder in connection with investigating or defending any such Losses; provided, however, that the liability of each selling Holder hereunder shall be limited to the gross proceeds (net of underwriting discounts and commissions, if any) received by such selling Holder from the sale of Registrable Securities covered by the Registration Statement; and provided, further, however, that the indemnity agreement contained in this Section 9(b) shall not apply to amounts paid in settlement of any such Losses if such settlement is effected without the consent of those selling Holder(s) against which the request for indemnity is being made (which consent shall not be unreasonably withheld).

Indemnification by Holders. To In connection with any Registration Statement in which a holder of Registrable Securities is participating, such holder, or an authorized officer of such holder, shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any Registration Statement or prospectus and agrees, severally and not jointly, to indemnify, to the full extent permitted by law, each selling Holder will severally and not jointly indemnify and hold harmless the Company, each of its officers and directors, officers, agents and employees, each person, if any, Person who controls the Company (within the meaning of the Securities Act, any investment banking firm acting as underwriter for the Company or the selling Holder, or any broker/dealer acting on behalf Section 15 of the Company or any other selling Holder, and all other selling Holders against any such Losses to which the Company or any such director, officer, controlling person, underwriter, or broker/dealer or other selling Holder may become subject to, under the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or otherwiseemployees of such controlling persons, insofar as such from and against all Losses arise arising out of or are based upon any untrue or alleged untrue statement of any a material fact contained in the any Registration Statement or any preliminary prospectus or final prospectusStatement, relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, or arise form of prospectus, or arising out of or are based upon the any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, to the extent, but only to the extent, that such untrue or alleged untrue statement is contained in, or such omission or alleged omission is required to be contained in, any information so furnished in light writing by such holder to the Company expressly for use in such Registration Statement or prospectus and that such statement or omission was relied upon by the Company in preparation of the circumstances such Registration Statement, prospectus or form of prospectus; PROVIDED, HOWEVER, that such holder of Registrable Securities shall not be liable in which they are made, in each any such case to the extent and only that the holder has furnished in writing to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, in any preliminary prospectus or final prospectus relating thereto or in any amendments or supplements Company within a reasonable period of time prior to the filing of any such Registration Statement or any such preliminary prospectus or final prospectus, in reliance upon and in conformity with written amendment or supplement thereto information furnished by such selling Holder expressly for use in connection with the such Registration Statement or any preliminary prospectus or final prospectus related thereto; any amendment or supplement thereto which corrected or made not misleading, information previously furnished to the Company, and such selling Holders will reimburse any legal or other expenses reasonably incurred by the Company or any failed to include such director, officer, controlling person, underwriter, broker/dealer or other selling Holder in connection with investigating or defending any such Losses; provided, however, that information therein. In no event shall the liability of each any selling Holder holder of Registrable Securities hereunder shall be limited to greater in amount than the gross dollar amount of the proceeds (net of underwriting discounts and commissions, if anypayment of all expenses) received by such selling Holder from holder upon the sale of the Registrable Securities covered by the Registration Statement; giving rise to such indemnification obligation. Such indemnity shall remain in full force and provided, further, however, that the indemnity agreement contained in this Section 9(b) shall not apply to amounts paid in settlement effect regardless of any investigation made by or on behalf of such Losses if such settlement is effected without the consent of those selling Holder(s) against which the request for indemnity is being made (which consent shall not be unreasonably withheld)indemnified party.

Indemnification by Holders. To In connection with any registration statement in which a seller of Registrable Securities is participating, each such seller will furnish to SpinCo in writing such information and affidavits in respect of such information as reasonably required by SpinCo for purposes of including relevant biographical, ownership and similar information as SpinCo reasonably requests for use in connection with any such registration statement or prospectus and, to the fullest extent permitted by law, each selling Holder such seller will severally indemnify SpinCo and not jointly indemnify and hold harmless the Company, each of its employees, advisors, agents, representatives, partners, officers and directors, directors and each person, if any, Person who controls the Company SpinCo (within the meaning of the Securities Act, any investment banking firm acting as underwriter for the Company or the selling Holder, or any broker/dealer acting on behalf Section 15 of the Company or any other selling Holder, and all other selling Holders against any such Losses to which the Company or any such director, officer, controlling person, underwriter, or broker/dealer or other selling Holder may become subject to, under the Securities Act or otherwiseSection 20 of the Exchange Act) and any agent or investment advisor thereof against any and all losses, insofar claims, damages, liabilities, and expenses (including, without limitation, reasonable attorneys’ fees and disbursements except as such Losses arise limited by Section 2.8.3) based upon, arising out of of, related to or are based upon resulting from any untrue or alleged untrue statement of any a material fact contained in the Registration Statement any registration statement, prospectus, or any preliminary prospectus or final prospectusany amendment thereof or supplement thereto, relating thereto or in any amendments or supplements to the Registration Statement or any other disclosure document (including reports and other documents filed under the Exchange Act and any document incorporated by reference therein) or other document or report incident to any such preliminary prospectus registration, qualification or final prospectuscompliance, or arise out of or are based upon the on any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they are mademisleading, in each case to the extent and but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was is made in the Registration Statement, in any preliminary prospectus or final prospectus relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, in reliance upon and in conformity with written any information or affidavit so furnished in writing to SpinCo by such selling Holder expressly for use in connection with the Registration Statement seller or any preliminary prospectus or final prospectus related theretoof its Seller Affiliates specifically for inclusion in the registration statement; provided that the obligation to indemnify will be several, not joint and several, among such selling Holders sellers of Registrable Securities, and the liability of each such seller of Registrable Securities will reimburse any legal or other expenses reasonably incurred be in proportion to, and will be limited to, the net amount received by such seller from the Company or any sale of Registrable Securities pursuant to such director, officer, controlling person, underwriter, broker/dealer or other selling Holder in connection with investigating or defending any such Lossesregistration statement; provided, however, that the liability of each selling Holder hereunder such seller shall not be limited liable in any such case to the gross proceeds (net of underwriting discounts and commissions, if any) received by such selling Holder from extent that prior to the sale of Registrable Securities covered by the Registration Statement; and provided, further, however, that the indemnity agreement contained in this Section 9(b) shall not apply to amounts paid in settlement filing of any such Losses registration statement or prospectus or amendment thereof or supplement thereto, such seller has furnished in writing to SpinCo information expressly for use in such registration statement or prospectus or any amendment thereof or supplement thereto which corrected or made not misleading information previously furnished to SpinCo. In connection with an Underwritten Offering, SpinCo, if requested, will indemnify the underwriters, their officers and directors and each Person who controls such settlement is effected without underwriters (within the consent meaning of those selling Holder(sthe Securities Act) against which to the same extent as provided above with respect to the indemnification of the Seller Affiliates and in such other manner as the underwriters may request for indemnity is being in accordance with their standard practice. The reimbursements required by this Section 2.8.2 will be made (which consent shall not be unreasonably withheld)by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

Indemnification by Holders. To the fullest extent permitted by applicable law, each selling Holder will will, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointly indemnify and hold harmless with any other Holders of Registrable Securities, the Company, each of its officers and directorsRepresentatives, each person, if any, Person who controls the Company or such underwriter within the meaning of Section 15 of the Securities ActAct (collectively, the “Holder Indemnified Parties”), against all Losses (or actions in respect thereof) to the extent arising out of or based on any investment banking firm acting as underwriter for the Company untrue statement (or the selling Holderalleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” or any broker/dealer acting other document prepared by or on behalf of the Company and authorized to be distributed in connection any registration hereunder, in each case related to such registration statement, or any other selling Holder, and all other selling Holders against any such Losses to which the Company amendment or any such director, officer, controlling person, underwritersupplement thereto, or broker/dealer or other selling Holder may become subject to, under the Securities Act or otherwise, insofar as such Losses arise out of or are based upon on any untrue omission (or alleged untrue statement of any material fact contained in the Registration Statement or any preliminary prospectus or final prospectus, relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, or arise out of or are based upon the omission or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in light of the circumstances in which they were made, not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2, settling any such Losses or action, as such expenses are madeincurred, in each case to the extent and extent, but only to the extent extent, that such untrue statement (or alleged untrue statement statement) or omission (or alleged omission was omission) is made in the Registration Statementsuch registration statement, in any preliminary prospectus or final prospectus relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such selling Holder expressly and stated to be specifically for use in connection with the Registration Statement or any preliminary prospectus or final prospectus related thereto; and such selling Holders will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter, broker/dealer or other selling Holder in connection with investigating or defending any such Lossestherein; provided, however, that the liability of each selling in no event shall any indemnity under this Section 3.2 payable by any Holder hereunder shall be limited exceed an amount equal to the gross net proceeds (net of underwriting discounts and commissions, if any) received by such selling Holder from in respect of the sale of Registrable Securities covered by sold pursuant to the Registration Statement; and provided, further, however, that the registration statement. The indemnity agreement contained in this Section 9(b) 3.2 shall not apply to amounts paid in settlement of any such Losses loss, claim, damage, liability or action if such settlement is effected without the prior written consent of those selling Holder(s) against which the request for indemnity is being made applicable Holder (which consent shall not be unreasonably withheldwithheld or delayed).

Indemnification by Holders. To 14.1 Without limiting the extent permitted by lawrights of the Depositary and the Custodian, and each of their respective agents, directors, officers, employees and affiliates to indemnification from the Client, each selling Holder will severally shall be required to accept liability for and not jointly shall be bound to indemnify the Depositary and the Custodian and their respective agents, directors, officers, employees and affiliates and hold harmless the Company, each of its officers them harmless from and directorsagainst, and shall reimburse each personof them for, if anyany and all Losses (other than tax on their fees), who controls arising from or incurred in connection with (a) any act performed in accordance with or for the Company within purposes of or otherwise related to, this Deposit Agreement insofar as they relate to Deposited Property held for the meaning account of, or Depositary Receipts held by, that Holder, including, without limitation, payment of applicable stamp duty reserve tax (or stamp duty) in accordance with this Deposit Agreement, and (b) any breach by that Holder of any of the representations or warranties made or deemed to be made by it in connection with its deposit of Company Securities Acthereunder, except for Losses determined by a court of competent jurisdiction to be directly caused by or resulting from (i) any investment banking firm acting as underwriter for fraud, willful misconduct or gross negligence of the Company Depositary or (ii) the selling HolderCustodian’s fraud, willful misconduct or gross negligence in the provision of custodial services to the Depositary. 14.2 The Depositary shall be entitled to make such deductions from the Deposited Property or any broker/dealer acting on behalf income, distribution or capital arising therefrom or to sell all or any of the Company or any other selling Holder, Deposited Property and all other selling Holders against any make such Losses deductions from the proceeds of sale thereof as may be required to which discharge the Company or any such director, officer, controlling person, underwriter, or broker/dealer or other selling Holder may become subject to, obligations of the Holder(s) under the Securities Act or otherwise, insofar as such Losses arise out of or are based upon any untrue or alleged untrue statement this Section 14. 14.3 No Indemnified Party shall be entitled to be indemnified in respect of any material fact contained in the Registration Statement or any preliminary prospectus or final prospectus, relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they are made, in each case to the extent and only Loss under this Section 14 to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in Indemnified party has already received full and complete indemnification for the Registration Statement, in any preliminary prospectus or final prospectus relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, in reliance upon and in conformity with written information furnished by such selling Holder expressly for use in connection with the Registration Statement or any preliminary prospectus or final prospectus related thereto; and such selling Holders will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter, broker/dealer or other selling Holder in connection with investigating or defending any such Lossessame Loss under Section 13 of this Deposit Agreement; provided, however, that nothing in this Section 14.3 shall obligate the liability Depositary to seek indemnification under Section 13 prior to asserting a claim for indemnification against a Holder under this Section 14. 14.4 The obligations of each selling Holder hereunder under this Section 14 shall survive any termination of this Deposit Agreement in whole or in part and any resignation or replacement of the Depositary and any Custodian. 14.5 Should any amount paid or payable under this Deposit Agreement by a Holder be itself subject to tax in the hands of the recipient (other than on fees payable to the recipient) or be required by law to be paid under any deduction or withholding, the relevant Holder(s) will be required to pay such sums as will after any such tax, deduction or withholding leave the recipient with the same amount as it would have received if no such tax had been payable and no deduction or withholding had been made and such payments and adjustments shall be limited made as may be necessary to give effect to this Section 14.5. 14.6 If a payment is made by a Holder to an Indemnified Party (i) in respect of stamp duty and/or stamp duty reserve tax, (ii) pursuant to Section 11.2, or (iii) pursuant to Section 14.1 in respect of any Taxes of the type described in clauses (i) or (ii) of this Section 14.6, and in any such case the Indemnified Party subsequently obtains a total or partial refund of the relevant Taxes from a Tax Authority, the Indemnified Party shall, as soon as reasonably practicable, give notice of this fact to the gross proceeds (net Holder and reimburse to the Holder the amount of underwriting discounts and commissions, if any) the refund actually received by such selling Holder the Indemnified Party from the sale Tax Authority, after deduction of Registrable Securities covered all fees, costs and expenses incurred by the Registration StatementIndemnified Party in connection with obtaining such refund; and provided, however, that nothing in this Section 14.6 shall cause any Indemnified Party to be subject to any obligation whatsoever to apply for or otherwise seek or obtain a refund of any Taxes; provided, further, howeverthat if Computershare agrees to apply for or otherwise seek such a refund following a request by the Holder, that it shall first be entitled to indemnification to its reasonable satisfaction by the indemnity agreement contained in this Section 9(b) shall not apply to amounts paid in settlement of Holder for any such Losses if such settlement is effected without the consent of those selling Holder(s) against which the request for indemnity is being made (which consent shall not be unreasonably withheld)reasonable costs, liabilities and expenses.

Indemnification by Holders. To the extent permitted by lawEach Holder will, each selling Holder will severally and not jointly jointly, indemnify and hold harmless the Company, each of its officers and directors, officers, partners, members and shareholders and each person, if any, person who controls the Company (within the meaning of the Securities Act, any investment banking firm acting as underwriter for the Company or the selling Holder, or any broker/dealer acting on behalf Section 15 of the Company or any other selling Holder, and all other selling Holders against any such Losses to which the Company or any such director, officer, controlling person, underwriter, or broker/dealer or other selling Holder may become subject to, under the Securities Act or otherwiseSection 20 of the Exchange Act) and the directors and officers of such controlling person, insofar in each case to the fullest extent permitted by applicable law from and against all Losses, as such Losses arise incurred, arising solely out of or are based upon upon, in the case of a Registration Statement or in any amendments thereto, any untrue or alleged untrue statement of any a material fact contained therein or any omission or alleged omission to state therein a material fact required to be stated therein to make the statements not misleading, or in the Registration Statement case of any Prospectus or any preliminary prospectus or final form of prospectus, relating thereto or in any amendments amendment or supplements to the Registration Statement supplement thereto, or in any preliminary prospectus, any untrue or alleged untrue statement of a material fact contained therein or any such preliminary prospectus or final prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in light of the circumstances in under which they are were made, in each case not misleading to the extent and extent, but only to the extent extent, that such untrue statement statements or alleged untrue statement or omission or alleged omission was omissions (1) are made in the Registration Statement, in any preliminary prospectus or final prospectus relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, in reliance upon and in conformity with written information furnished to the Company by such selling or on behalf of any Holder expressly for use in connection with the such Registration Statement or any preliminary prospectus Prospectus, or final prospectus related thereto; 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 approved in writing by such selling Holders will reimburse any legal Holder for use in such Registration Statement or other expenses reasonably incurred by Prospectus (it being understood and agreed that the information furnished to the Company by or on behalf of any Holder consists of the information described in Annex A hereto, as may be amended in accordance with the provisions of this Agreement, may be deemed reviewed and approved for this purpose) or (2) resulted from the use by such director, officer, controlling person, underwriter, broker/dealer Holder of an outdated or other selling defective Prospectus after the Company has notified such Holder in connection with investigating writing that the Prospectus is outdated or defending any defective and prior to the receipt by such LossesHolder of an Advice 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; provided, however, that the liability obligation to indemnify will be several and not joint. Notwithstanding the provisions of each selling this Section 5, no Holder hereunder shall will be limited liable pursuant to this Section 5(b), in the gross aggregate, for any amount in excess of the amount by which the proceeds (net of underwriting discounts and commissions, if any) actually received by such selling Holder from the sale of the Registrable Securities covered by subject to the Registration Statement; and provided, further, however, that Proceeding exceeds the indemnity agreement contained in this Section 9(b) shall not apply to amounts paid in settlement amount of any damages that such Losses if Holder has otherwise been required to pay by reason of such settlement is effected without the consent of those selling Holder(s) against which the request for indemnity is being made (which consent shall not be unreasonably withheld)untrue or alleged untrue statement or omission or alleged omission.

Indemnification by Holders. To the extent permitted by lawEach Holder shall, each selling Holder will severally and not jointly jointly, indemnify and hold harmless the Company, each of its officers and the directors, officers, agents and employees, each person, if any, Person who controls the Company (within the meaning of the Securities Act, any investment banking firm acting as underwriter for the Company or the selling Holder, or any broker/dealer acting on behalf Section 15 of the Company or any other selling Holder, and all other selling Holders against any such Losses to which the Company or any such director, officer, controlling person, underwriter, or broker/dealer or other selling Holder may become subject to, under the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or otherwiseemployees of such controlling Persons, insofar to the fullest extent permitted by applicable law, from and against all Losses, as such Losses arise incurred, arising solely out of or are based solely upon any untrue or alleged untrue statement of any a material fact contained in the Registration Statement Statement, any Prospectus, or any preliminary prospectus or final prospectus, relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final form of prospectus, or arise arising solely out of or are based solely upon the any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they are made, in each case to the extent extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company specifically for inclusion in the Registration Statement or such Prospectus and only that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such untrue statement information relates to such Holder or alleged untrue statement or omission or alleged omission such Holder's proposed method of distribution of Registrable Securities and was made reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, in any preliminary prospectus such Prospectus or final prospectus relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final form of prospectus; PROVIDED, in reliance upon and in conformity with written information furnished by such selling Holder expressly for use in connection with the Registration Statement or any preliminary prospectus or final prospectus related thereto; and such selling Holders will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter, broker/dealer or other selling Holder in connection with investigating or defending any such Losses; provided, however, that the liability of each selling Holder hereunder shall be limited to the gross proceeds (net of underwriting discounts and commissions, if any) received by such selling Holder from the sale of Registrable Securities covered by the Registration Statement; and provided, further, howeverHOWEVER, that the indemnity agreement contained in this Section 9(b5(b) shall not apply to amounts paid in settlement of any such Losses if such settlement is effected without the prior written consent of those selling Holder(s) against which the request for indemnity is being made (such Holder, which consent shall not be unreasonably withheld). In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Holders. To the extent permitted by lawIn connection with each registration pursuant to Sections 2.1, 2.2 or 2.3, each selling Holder holder of Registrable Securities and/or Management Stock, if Registrable Securities and/or Management Stock held by such holder are included in the securities as to which such registration is being effected, will severally and not jointly indemnify and hold harmless the Company, each of its officers and directors, each of its officers who has signed the registration statement and each person, if any, who controls the Company within the meaning of the Securities Act, any investment banking firm acting as underwriter for the Company and each other holder of Registrable Securities and/or Management Stock selling securities in such registration statement against all claims, losses, damages and liabilities (or the selling Holder, or any broker/dealer acting on behalf of the Company or any other selling Holder, and all other selling Holders against any such Losses to which the Company or any such director, officer, controlling person, underwriter, or broker/dealer or other selling Holder may become subject to, under the Securities Act or otherwise, insofar as such Losses arise actions in respect thereof) arising out of or are based upon on any untrue statement (or alleged untrue statement statement) of any a material fact contained in any registration statement relating to the Registration Statement or any preliminary prospectus or final prospectus, relating thereto Registrable Securities and/or Management Stock (or in any amendments related registration statement, notification or supplements to the Registration Statement like) or any such preliminary prospectus or final prospectus, or arise out of or are based upon the omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they are mademisleading, in each case to the extent (and only to the extent extent) that such untrue statement claim, loss, damage or alleged liability arises out of or is based on any untrue statement or omission or alleged omission was made in the Registration Statement, in any preliminary prospectus or final prospectus relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, in reliance based upon and in conformity with written information furnished to the Company by such selling Holder expressly holder and stated to be specifically for use in connection with the Registration Statement or any preliminary prospectus or final prospectus related thereto; therein, and such selling Holders holder will reimburse the Company and each such director, officer or controlling person and other holder of Registrable Securities and/or Management Stock selling securities in such registration statement for any legal or any other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter, broker/dealer or other selling Holder in connection with investigating or defending any such Lossesclaim, loss, damage, liability or action; provided, however, that the liability of each selling Holder hereunder shall be limited to the gross proceeds (net of underwriting discounts and commissions, if any) received by such selling Holder from the sale of Registrable Securities covered by the Registration Statement; and provided, further, however, that the indemnity agreement contained in this Section 9(b) 3.2 shall not apply to amounts paid in settlement of any such Losses loss, claim, damage, liability or action if such settlement is effected without the consent of those selling Holder(s) against which the request for indemnity is being made such holder (which consent shall not be unreasonably withheldwithheld or delayed); and provided, further, that that no holder of Registrable Securities or Management Stock will be liable under this Section 3.2 for any losses, costs or damages or expenses exceeding in the aggregate the net proceeds from the offering to such holder.

Indemnification by Holders. To the fullest extent permitted by law, each selling Holder of Registrable Common which is included in a Registration Statement pursuant to the provisions hereof will severally and not jointly indemnify and hold harmless the Company, each of the Public Company, their respective its officers and directors, officers, employees, partners, principals, equity holders, managed or advised accountants, advisors, representatives, agents, each personPerson, if any, who controls the Company and the Public Company within the meaning of the Securities Act, any investment banking firm acting as underwriter for the Company or the other Holder selling securities pursuant to such Registration Statement, any controlling Person of any such selling Holder, any underwriter and any controlling Person of any such underwriter (including any broker or any broker/dealer acting on behalf through whom such of the Company or any other selling Holdershares may be sold) (each, an "INDEMNITEE") from and against, and will reimburse any Indemnitee with respect to, any and all other selling Holders against any such Losses to which the Company or any such director, officer, controlling person, underwriter, or broker/dealer or other selling Holder Indemnitee may become subject to, under the Securities Act Act, state securities laws or otherwise, and such Holder will pay to any Indemnitee any legal or other costs or expenses reasonably incurred by such person in connection with investigating or defending any such Loss, insofar as such Losses are caused by or arise out of or are based upon any untrue or alleged untrue statement of any material fact contained in the such Registration Statement Statement, any prospectus contained therein or any preliminary prospectus amendment or final prospectus, relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectussupplement thereto, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in light of the circumstances in which they are were made, not misleading, in each case to the extent and extent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was so made in the Registration Statement, in any preliminary prospectus or final prospectus relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, in reliance upon and in conformity with written information furnished by such selling Holder expressly specifically for use in connection with the Registration Statement or any preliminary prospectus or final prospectus related thereto; and such selling Holders will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter, broker/dealer or other selling Holder in connection with investigating or defending any such Lossespreparation thereof; provided, however, that the liability of each selling Holder hereunder shall be limited to the gross proceeds (net of underwriting discounts and commissions, if any) received by such selling Holder from the sale of Registrable Securities covered by the Registration Statement; and provided, further, however, that the indemnity agreement contained in this Section 9(b) 5.2 shall not apply to amounts paid in settlement of any such Losses Loss if such settlement is effected without the consent of those selling Holder(s) against which the request for indemnity is being made (indemnifying Holder, which consent shall not be unreasonably withheld; provided, however, that such indemnifying Holder shall not, without approval of each party being indemnified pursuant to this Section 5.2, which approval shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term the giving by the claimant or plaintiff to the parties being so indemnified of a release from all liability with respect to such claim or litigation; and provided further, that the foregoing indemnity obligation with respect to any preliminary prospectus shall not inure to the benefit of either the Company or the Public Company on account of any Loss whatsoever arising from the sale of any Registrable Common by the Holder to any person if (A) a copy of the final prospectus (as amended or supplemented if such amendments or supplements shall have been furnished to such Holder prior to the confirmation of the sale involved) shall not have been sent or given by or on behalf of such Holder to such person, if required by law, with or prior to the written confirmation of the sale involved, and (B) the untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in such preliminary prospectus from which such Loss arose was corrected in the final prospectus (as amended or supplemented if such amendments or supplements thereto shall have been furnished as aforesaid); provided, further that the obligations of each Holder under this Section 5.2 shall be limited to an amount equal to the proceeds actually received by such Holder of Registrable Common sold as contemplated herein, unless such claim, loss, damage, liability or action resulted from such Holder's fraudulent misconduct.

Indemnification by Holders. To Each Holder of Registrable Common that is included in a registration statement under the extent permitted by law, each selling Holder provisions of this Agreement will severally and not jointly indemnify and hold harmless the CompanySouthwest, its directors and officers, each of its officers and directors, each personPerson, if any, who controls the Company Southwest within the meaning of the Securities Act, any investment banking firm acting as underwriter for other Holder selling securities under the Company or the registration statement, any controlling Person of any selling Holder, or any broker/dealer acting on behalf underwriter and any controlling Person of the Company or any other selling Holderunderwriter (each, an “Indemnitee”) from and against, and will reimburse any Indemnitee with respect to, any and all other selling Holders against any such Losses to which the Company or any such director, officer, controlling person, underwriter, or broker/dealer or other selling Holder Indemnitee may become subject to, under the Securities Act Act, state securities laws or otherwise, and the Holder will pay to each Indemnitee any legal or other costs or expenses reasonably incurred by that person in connection with investigating or defending any Losses, insofar as such the Losses arise out of or are based upon caused by any untrue or alleged untrue statement of any material fact contained in the Registration Statement registration statement, any prospectus in the registration statement or any preliminary prospectus amendment or final prospectus, relating thereto or in any amendments or supplements supplement to the Registration Statement or any such preliminary prospectus or final prospectusregistration statement, or arise out of or are based upon the omission or the alleged omission to state therein in the registration statement, prospectus, amendment or supplement a material fact required to be stated therein in the registration statement, prospectus, amendment or supplement or necessary to make the statements therein not misleading in the registration statement, prospectus, amendment or supplement, in light of the circumstances in which they are were made, not misleading, in each case to the extent and extent, but only to the extent extent, that such the untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, in any preliminary prospectus or final prospectus relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, in reliance upon and in conformity with written information furnished in writing by such selling the Holder expressly to Southwest specifically for use in connection with the Registration Statement preparation of the registration statement, prospectus, amendment or any preliminary prospectus or final prospectus related thereto; and such selling Holders will reimburse any legal or other expenses reasonably incurred by the Company or any such directorsupplement, officer, controlling person, underwriter, broker/dealer or other selling Holder in connection with investigating or defending any such Losses; provided, however, that the liability of each selling Holder hereunder shall be limited to the gross proceeds (net of underwriting discounts and commissions, if any) received by such selling Holder from the sale of Registrable Securities covered by the Registration Statement; and provided, further, however, that the indemnity agreement contained in this Section 9(b) shall 7.2 does not apply to amounts paid in settlement of any such Losses Loss if such the settlement is effected without the consent of those selling Holder(s) against which the request for indemnity is being made (indemnifying Holder, which consent shall the indemnifying Holder must not be unreasonably withheldwithhold unreasonably. With respect to any preliminary prospectus, the foregoing indemnity obligation will not inure to the benefit of Southwest on account of any Loss arising from the sale of any Registrable Common by a Holder to any person if (A) a copy of the prospectus (as amended or supplemented if the amendments or supplements are furnished to a Holder before the confirmation of the sale involved) was not sent or given by or on behalf of a Holder to the person, if required by law, with or prior to the written confirmation of the sale involved, and (B) the indemnifying Holder corrected the untrue statement or alleged untrue statement or omission or alleged omission of a material fact in the prospectus (as amended or supplemented if the amendments or supplements were furnished as aforesaid). The indemnification obligations of each Holder under this Section 7.2 are limited to an amount equal to the net proceeds received by each Holder of Registrable Common sold as contemplated in this Agreement.

Indemnification by Holders. To the extent permitted by law, each selling Each Holder will severally and not jointly indemnify and hold harmless the CompanyCompany and its directors and officers, each of its officers and directors, each person, if any, who controls the Company within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), from and against any investment banking firm acting as underwriter for the Company or the selling Holderand all losses, claims, damages, expenses, liabilities, or any broker/dealer acting on behalf of the Company or any other selling Holder, and all other selling Holders against any such Losses actions to which the Company or any such director, officer, controlling person, underwriter, or broker/dealer or other selling Holder of them may become subject to, under applicable law (including the Securities Act and the Exchange Act) and will reimburse them for any legal or otherwiseother expenses reasonably incurred by them in connection with investigating or defending any claims or actions, whether or not resulting in liability, insofar as such Losses losses, claims, damages, expenses, liabilities, or actions arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement any application or any preliminary prospectus or final prospectus, relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, statement filed with a governmental body or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary in order to make the statements therein not misleading in light of the circumstances in which they are mademisleading, in each case to the extent and but only to the extent that insofar as any such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, in any preliminary prospectus or final prospectus relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, in reliance upon and in conformity with written information furnished in writing by such selling any Holder expressly for use therein. Holders agree at any time upon the request of the Company to furnish to it a written letter or statement confirming the accuracy of the information with respect to Holders contained in connection with the Registration Statement or any preliminary prospectus or final prospectus related thereto; and such selling Holders will reimburse any legal report or other expenses reasonably incurred by the Company application or statement referred to in this Article IV, or in any draft of any such directordocuments, officer, controlling person, underwriter, broker/dealer or other selling Holder in connection with investigating or defending any such Losses; provided, however, and confirming that the liability of each selling Holder hereunder shall be limited information with respect to Holders contained in such document or draft was furnished by Holders, indicating the gross proceeds (net of underwriting discounts and commissions, if any) received inaccuracies or omissions contained in such document or draft or indicating the information not furnished by such selling Holder from the sale of Registrable Securities covered by the Registration Statement; and provided, further, however, that the Holders expressly for use therein. The indemnity agreement contained in this Section 9(b) section 4.1 shall not apply to amounts paid remain operative and in settlement full force and effect, regardless of any such Losses if such settlement is effected without investigation made by or on behalf of the consent Company and shall survive the consummation of those selling Holder(s) against which the request for indemnity is being made (which consent shall not be unreasonably withheld)transactions contemplated by this Agreement.

Indemnification by Holders. To Each Holder participating in any registration statement hereunder will and hereby does indemnify and hold harmless, to the fullest extent permitted by law, each selling Holder will severally and not jointly indemnify and hold harmless the CompanyGeneral Partner, each of its officers and directors, officers, employees and agents and each person, if any, Person who controls the Company General Partner (within the meaning of the Securities Act) (collectively, the "General Partner Indemnitees") against all losses, claims, damages, liabilities and expenses, joint or several (including reasonable fees of counsel and any investment banking firm acting as underwriter for the Company or the selling amounts paid in settlement effected with such Holder's consent, or any broker/dealer acting on behalf of the Company or any other selling Holder, and all other selling Holders against any such Losses which consent shall not be unreasonably withheld) to which the Company or any such director, officer, controlling person, underwriter, or broker/dealer or other selling Holder General Partner Indemnitee may become subject to, under the Securities Act Act, at common law or otherwise, otherwise insofar as such Losses arise out of losses, claims, damages, liabilities or expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) are based upon caused by (i) any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement any registration statement in which such Holder's Qualified Registrable Securities were included or any preliminary prospectus or final prospectus, relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they are mademisleading, in each case to the extent and only to the extent that such (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary, final or summary prospectus, together with the documents incorporated by reference therein (as amended or supplemented if the General Partner shall have filed with the Commission any amendment thereof or supplement thereto), or the omission or alleged omission was made to state therein a material fact required to be stated therein or necessary in order to make the statements therein in the Registration Statementlight of the circumstances under which they were made not misleading to the extent, but only to the extent, in any preliminary prospectus the cases described in clauses (i) and (ii), that such untrue statement or final prospectus relating thereto or omission is contained in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, in reliance upon and in conformity with written information furnished in writing by such selling Holder expressly relating to such Holder for use in connection with the Registration Statement preparation thereof and if the General Partner does not know, at the time such information is included in the registration statement, prospectus, preliminary prospectus, amendment or supplement, that such information is false or misleading, (iii) any preliminary prospectus violation by such Holder of any federal, state or final prospectus related thereto; common law, rule or regulation applicable to such Holder and relating to action of or inaction by such selling Holders will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter, broker/dealer or other selling Holder in connection with investigating or defending any such Losses; providedregistration, howeverand (iv) with respect to any preliminary prospectus, the fact that the liability of each selling such Holder hereunder shall be limited sold Qualified Registrable Securities to a person to whom there was not sent or given, at or prior to the gross proceeds written confirmation of such sale, a copy of the prospectus (net excluding documents incorporated by reference) or of underwriting discounts the prospectus as then amended or supplemented (excluding documents incorporated by reference) if (a) the General Partner has previously furnished copies thereof to such Holder in compliance with Section 6 of this Addendum and commissions(b) the loss, if anyclaim, damage, liability or expense of such Holder Indemnitee results from an untrue statement or omission of a material fact contained in such preliminary prospectus which was corrected in the prospectus (or the prospectus as amended or supplemented). Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the General Partner (except as provided above) received or any of the prospective sellers or any of their respective directors, officers, employees, agents, general or limited partners or controlling Persons and shall survive the transfer of such securities by such selling Holder from the sale of Registrable Securities covered by the Registration Statement; and provided, further, however, that the indemnity agreement contained in this Section 9(b) shall not apply to amounts paid in settlement of any such Losses if such settlement is effected without the consent of those selling Holder(s) against which the request for indemnity is being made (which consent shall not be unreasonably withheld)Holder.

Indemnification by Holders. To 16.1 Without limiting the extent permitted by lawrights of the Depositary and the Custodian, and each of their respective agents, directors, officers, employees and affiliates to indemnification from the Client, each selling Holder will severally shall be required to accept liability for and not jointly shall be bound to indemnify the Depositary and the Custodian and their respective agents, directors, officers, employees and affiliates and hold harmless the Company, each of its officers them harmless from and directorsagainst, and shall reimburse each personof them for, if anyany and all Losses (other than tax on their fees), who controls arising from or incurred in connection with, or arising from any act performed in accordance with or for the Company within purposes of or otherwise related to, this Deposit Agreement insofar as they relate to Deposited Property held for the meaning account of, or Depositary Receipts held by, that Holder, including, without limitation, payment of applicable stamp duty reserve tax (or stamp duty) in accordance with this Deposit Agreement, except for Losses caused by or resulting from (i) any wilful misconduct or gross negligence of the Securities Act, any investment banking firm acting as underwriter for Depositary or (ii) the Company Custodian’s fraud or wilful misconduct in the selling Holder, provision of custodial services to the Depositary. 16.2 The Depositary shall be entitled to make such deductions from the Deposited Property or any broker/dealer acting on behalf income, distribution or capital arising therefrom or to sell all or any of the Company Deposited Property and make such deductions from the proceeds of sale thereof as may be required to discharge the obligations of the Holder(s) under this Section 16. 16.3 The obligations of each Holder under this Section 16 shall survive any termination of this Agreement in whole or in part and any resignation or replacement of the Depositary and any Custodian. 16.4 Should any amount paid or payable under this Deposit Agreement by a Holder be itself subject to tax in the hands of the recipient (other selling Holderthan on fees payable to the recipient) or be required by law to be paid under any deduction or withholding, and all other selling Holders against the relevant Holder(s) will be required to pay such sums as will after any such Losses to which tax, deduction or withholding leave the Company recipient with the same amount as it would have received if no such tax had been payable and no deduction or any withholding had been made and such director, officer, controlling person, underwriter, or broker/dealer or other selling Holder payments and adjustments shall be made as may become subject to, under the Securities Act or otherwise, insofar as such Losses arise out of or are based upon any untrue or alleged untrue statement of any material fact contained in the Registration Statement or any preliminary prospectus or final prospectus, relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they are made, in each case give effect to the extent and only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, in any preliminary prospectus or final prospectus relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, in reliance upon and in conformity with written information furnished by such selling Holder expressly for use in connection with the Registration Statement or any preliminary prospectus or final prospectus related thereto; and such selling Holders will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter, broker/dealer or other selling Holder in connection with investigating or defending any such Losses; provided, however, that the liability of each selling Holder hereunder shall be limited to the gross proceeds (net of underwriting discounts and commissions, if any) received by such selling Holder from the sale of Registrable Securities covered by the Registration Statement; and provided, further, however, that the indemnity agreement contained in this Section 9(b) shall not apply to amounts paid in settlement of any such Losses if such settlement is effected without the consent of those selling Holder(s) against which the request for indemnity is being made (which consent shall not be unreasonably withheld)16.4.

Indemnification by Holders. To the extent permitted by lawEach Holder shall, each selling Holder will severally and not jointly jointly, indemnify and hold harmless the Company, each of its officers and directors, officers, agents and employees, each person, if any, Person who controls the Company (within the meaning of the Securities Act, any investment banking firm acting as underwriter for the Company or the selling Holder, or any broker/dealer acting on behalf Section 15 of the Company or any other selling Holder, and all other selling Holders against any such Losses to which the Company or any such director, officer, controlling person, underwriter, or broker/dealer or other selling Holder may become subject to, under the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or otherwisereview), insofar as such Losses arise incurred, arising solely out of or are based solely upon any untrue or alleged untrue statement of any a material fact contained in the Registration Statement Statement, any Prospectus, or any preliminary prospectus or final prospectus, relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final form of prospectus, or arise arising solely out of or are based solely upon the any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances in under which they are were made) not misleading, in each case to the extent extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company specifically for inclusion in the Registration Statement or such Prospectus and only that such information was reasonably relied upon by the Company for use in the Registration Statement or to the extent that such untrue statement information relates to such Holder or alleged untrue statement or omission or alleged omission such Holder's proposed method of distribution of Registrable Securities and was made reviewed and expressly approved in the Registration Statement, in any preliminary prospectus or final prospectus relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, in reliance upon and in conformity with written information furnished writing by such selling Holder expressly for use in connection with the Registration Statement or any preliminary prospectus or final prospectus related thereto; and such selling Holders will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter, broker/dealer or other selling Holder in connection with investigating or defending any such Losses; provided, however, that the liability of each selling Holder hereunder shall be limited to the gross proceeds (net of underwriting discounts and commissions, if any) received by such selling Holder from the sale of Registrable Securities covered by the Registration Statement; and provided, further, however, that the indemnity agreement contained in this Section 9(b5(b) shall not apply to amounts paid in settlement of any such Losses if such settlement is effected without the prior written consent of those selling Holder(s) against which the request for indemnity is being made (such Holder, which consent shall not be unreasonably withheld); provided, further, that such Holder agrees its consent to any such settlement will not be unreasonably withheld if such Holder will not be liable for any payments or incur any out-of-pocket expenses with respect to such settlement. Notwithstanding anything to the contrary contained herein, each Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by Holders. To In connection with any registration statement in which a Holder is participating, 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 or prospectus and, to the extent permitted by law, each selling Holder will severally and not jointly indemnify and hold harmless the Company, each of Company and its officers and directors, each person, if any, who controls the Company within the meaning of the Securities Act, any investment banking firm acting as underwriter for the Company or the selling Holder, or any broker/dealer acting on behalf of the Company or any other selling Holder, and all other selling Holders Indemnitees against any such Losses losses, claims, damages, liabilities, joint or several, to which the Company or any such director, officer, controlling person, underwriter, or broker/dealer or other selling Holder Indemnitee may become subject to, under the Securities Act or otherwise, insofar as such Losses losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (a) any untrue or alleged untrue statement of any material fact contained in the Registration Statement registration statement, prospectus or any preliminary prospectus or final prospectus, relating any amendment thereof or supplement thereto or in any amendments application, together with any documents incorporated therein by reference or supplements to the Registration Statement or (b) any such preliminary prospectus or final prospectus, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances in under which they are such statement was made, in each case to the extent and but only to the extent that such untrue statement (or alleged untrue statement statement) or omission (or alleged omission was omission) is made in the Registration Statementsuch registration statement, in any such prospectus or preliminary prospectus or final prospectus relating thereto any amendment or supplement thereto, or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectusapplication, in reliance upon and in conformity with written information prepared and furnished to the Company by such selling Holder expressly for use in connection with the Registration Statement or any preliminary prospectus or final prospectus related thereto; therein, and such selling Holders Holder will reimburse the Company and each such Indemnitee for any legal or any other expenses reasonably including any amounts paid in any settlement effected with the consent of such Holder, which consent will not be unreasonably withheld or delayed, incurred by the Company or any such director, officer, controlling person, underwriter, broker/dealer or other selling Holder them in connection with investigating or defending any such Lossesloss, claim, liability, action or proceeding; provided, however, that the liability of each selling Holder hereunder shall obligation to indemnify will be limited to the gross net amount of proceeds (net of underwriting discounts and commissions, if any) received by such selling Holder from the sale of Registrable Securities covered by the Registration Statement; and providedpursuant to such registration statement, further, however, that the indemnity agreement contained in this Section 9(b) shall not apply to less any other amounts paid by such Holder in settlement respect of any such Losses if such settlement is effected without the consent of those selling Holder(s) against which the request for indemnity is being made (which consent shall not be unreasonably withheld)untrue statement, alleged untrue statement, omission or alleged omission.

Indemnification by Holders. To Each Holder which has Registrable Common included in a registration statement pursuant to the extent permitted by lawprovisions hereof will severally, each selling Holder will severally and but not jointly jointly, indemnify and hold harmless the Company, each of its officers directors and directorsofficers, each personPerson, if any, who controls the Company within the meaning of the Securities Act, any investment banking firm acting as underwriter for the Company or the other Holder selling securities pursuant to such registration statement, any controlling Person of any such selling Holder, or any broker/dealer acting on behalf underwriter and any controlling Person of the Company or any other selling Holdersuch underwriter (each, an "INDEMNITEE") from and against, and will reimburse any Indemnitee with respect to, any and all other selling Holders against any such Losses to which the Company or any such director, officer, controlling person, underwriter, or broker/dealer or other selling Holder Indemnitee may become subject to, under the Securities Act Act, state securities laws or otherwise, and such Holder will pay to each Indemnitee any legal or other costs or expenses reasonably incurred by such Indemnitee in connection with investigating or defending any such Loss, insofar as such Losses arise out of or are based upon caused by any untrue or alleged untrue statement of any material fact contained in the Registration Statement such registration statement, any prospectus contained therein or any preliminary prospectus amendment or final prospectus, relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectussupplement thereto, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in light of the circumstances in which they are were made, not misleading, in each case to the extent and extent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was so made in the Registration Statement, in any preliminary prospectus or final prospectus relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, in reliance upon and in conformity with written information furnished by such selling Holder expressly specifically for use in connection with the Registration Statement or any preliminary prospectus or final prospectus related thereto; and such selling Holders will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter, broker/dealer or other selling Holder in connection with investigating or defending any such Lossespreparation thereof; provided, however, that the liability of each selling Holder hereunder shall be limited to the gross proceeds (net of underwriting discounts and commissions, if any) received by such selling Holder from the sale of Registrable Securities covered by the Registration Statement; and provided, further, however, that the indemnity agreement contained in this Section 9(b) shall 5.2 will not apply to amounts paid in settlement of any such Losses Loss if such settlement is effected without the consent of those selling Holder(s) against which the request for indemnity is being made (indemnifying Holder, which consent shall will not be unreasonably withheld, and that the foregoing indemnity obligation with respect to any preliminary prospectus or final prospectus (if such final prospectus has been amended or supplemented and such amendments or supplements have been furnished to such Indemnitee prior to the written confirmation of the sale involved) will not inure to the benefit of any Indemnitee on account of any Loss whatsoever arising from the sale of any Registrable Common by the Holder to any person if (A) a copy of the final prospectus (as amended or supplemented if such amendments or supplements have been furnished to such Indemnitee prior to the written confirmation of the sale involved) has not been sent or given by or on behalf of such Indemnitee to such person, if required by law, with or prior to the written confirmation of the sale involved, and (B) the untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in such preliminary prospectus or final prospectus from which such Loss arose was corrected in the final prospectus (as amended or supplemented if such amendments or supplements thereto have been furnished as aforesaid); provided further, however, that the obligations of each Holder under this Section 5.2 will be limited to an amount equal to the net proceeds to such Holder from the sale of Registrable Common as contemplated herein, unless such claim, loss, damage, liability or action resulted from such Holder's fraudulent misconduct.

Indemnification by Holders. To In connection with any Registration Statement in which a Holder is participating, each such Holder will furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and agrees to indemnify and hold harmless, to the full extent permitted by law, each selling Holder will severally and not jointly indemnify and hold harmless but without duplication, the Company, each of its officers and officers, directors, shareholders, employees, advisors and agents, and each person, if any, Person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and reasonable legal fees and expenses and including expenses incurred in settlement of any investment banking firm acting as underwriter for the Company litigation, commenced or the selling Holderthreatened) resulting from any untrue statement (or alleged untrue statement) of material fact in, or any broker/dealer acting on behalf of the Company or any other selling Holder, and all other selling Holders against any such Losses to which the Company or any such director, officer, controlling person, underwriter, or broker/dealer or other selling Holder may become subject to, under the Securities Act or otherwise, insofar as such Losses arise out of or are based upon any untrue omission (or alleged untrue statement omission) of any material fact contained in the Registration Statement or any preliminary prospectus or final prospectus, relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein in, the Registration Statement, Prospectus or free writing prospectus (as defined in Rule 405 under the Securities Act) or necessary to make the statements therein not misleading (in the case of a Prospectus or free writing prospectus, in light of the circumstances in under which they were made) not misleading or any violation by such Holder of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to such Holder in connection with any such registration, as such expenses are madeincurred, in each case to the extent and extent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, is contained in any preliminary prospectus or final prospectus relating thereto or information so furnished in any amendments or supplements writing by such Holder to the Registration Statement or any such preliminary prospectus or final prospectusCompany specifically for inclusion therein. For the avoidance of doubt, in reliance upon and in conformity with written information furnished by such selling Holder expressly for use in connection with the Registration Statement or any preliminary prospectus or final prospectus related thereto; and such selling Holders will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter, broker/dealer or other selling Holder in connection with investigating or defending any such Losses; provided, however, that the liability of each selling Holder hereunder obligation to indemnify shall be limited to several, and not joint and several, among the gross Holders. In no event shall any participating Holder be liable for any amount in excess of the net proceeds (net of underwriting discounts and commissions, if anypayment of all expenses) received by such selling Holder from the sale of Registrable Securities covered offered and sold by the such Holder pursuant to such Registration Statement; and provided, further, however, that the indemnity agreement contained in this Section 9(b) shall not apply to amounts paid in settlement of any such Losses if such settlement is effected without the consent of those selling Holder(s) against which the request for indemnity is being made (which consent shall not be unreasonably withheld).

Indemnification by Holders. To the extent permitted by lawEach Holder shall, each selling Holder will severally and not jointly jointly, indemnify and hold harmless the Company, each of its officers and directors, officers, agents and employees, each person, if any, Person who controls the Company (within the meaning of the Securities Act, any investment banking firm acting as underwriter for the Company or the selling Holder, or any broker/dealer acting on behalf Section 15 of the Company or any other selling Holder, and all other selling Holders against any such Losses to which the Company or any such director, officer, controlling person, underwriter, or broker/dealer or other selling Holder may become subject to, under the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or otherwiseemployees of such controlling Persons, insofar to the fullest extent permitted by applicable law, from and against all Losses, as such Losses arise incurred, arising out of or are based upon any untrue or alleged untrue statement of any a material fact contained in the any Registration Statement Statement, any Prospectus, or any preliminary prospectus or final form of prospectus, relating or in any amendment or supplement thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, or arise arising out of or are based upon the relating to any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any Prospectus, or any form of prospectus or supplement thereto, in light of the circumstances in under which they are were made, in each case ) not misleading to the extent and extent, but only to the extent extent, that such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein. In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The indemnity agreement contained in this Section 6(b) shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Holder (which consent shall not be unreasonably withheld, conditioned or delayed), nor shall the Holder be liable for any such loss, claim, damage, liability or action where such untrue statement or alleged untrue statement or omission or alleged omission was made corrected in the Registration Statement, in any preliminary prospectus a final or final prospectus relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final amended prospectus, in reliance upon and in conformity with written information furnished by such selling Holder expressly for use in connection with the Registration Statement or any preliminary prospectus or final prospectus related thereto; and such selling Holders will reimburse any legal or other expenses reasonably incurred by the Company or any the underwriters failed to deliver a copy of such director, officer, controlling person, underwriter, broker/dealer final or other selling Holder in connection with investigating amended prospectus at or defending any such Losses; provided, however, that the liability of each selling Holder hereunder shall be limited prior to the gross proceeds (net confirmation of underwriting discounts and commissions, if any) received by such selling Holder from the sale of the Registrable Securities covered to the Person asserting any such loss, claim, damage or liability in any case in which such delivery is required by the Registration Statement; and provided, further, however, that the indemnity agreement contained in this Section 9(b) shall not apply to amounts paid in settlement of any such Losses if such settlement is effected without the consent of those selling Holder(s) against which the request for indemnity is being made (which consent shall not be unreasonably withheld)Securities Act.

Indemnification by Holders. To In connection with any Registration Statement in which Holders of Registrable Securities are participating, each such Holder will furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or prospectus and, to the extent permitted by law, each selling Holder will severally and not jointly indemnify and hold harmless the Company, each of its officers and directors, each person, if any, Person who controls the Company (within the meaning of the Securities Act, any investment banking firm acting as underwriter for the Company or the selling Holder, or any broker/dealer acting on behalf Section 15 of the Company or any other selling Holder, and all other selling Holders against any such Losses to which the Company or any such director, officer, controlling person, underwriter, or broker/dealer or other selling Holder may become subject to, under the Securities Act or otherwiseSection 20 of the Exchange Act) and their respective officers, insofar as such directors, partners, employees, agents and representatives against any Losses arise caused by, arising out of or are based upon any untrue or alleged untrue statement of any a material fact contained in the any Registration Statement or any preliminary prospectus or final prospectusStatement, relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, or arise form of prospectus, or arising out of or are based upon the any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in light of the circumstances in under which they are made, in each case not misleading, to the extent and extent, but only to the extent extent, that such untrue statement or alleged untrue statement is contained in, or such omission or alleged omission was made is required to be contained in, any information so furnished in the Registration Statement, in any preliminary prospectus or final prospectus relating thereto or in any amendments or supplements writing by such Holder to the Registration Statement or any such preliminary prospectus or final prospectus, in reliance upon and in conformity with written information furnished by such selling Holder Company expressly for use in connection with the such Registration Statement or any preliminary prospectus and that such statement or final prospectus related thereto; and such selling Holders will reimburse any legal or other expenses reasonably incurred omission was relied upon by the Company in preparation of such Registration Statement, prospectus or any such director, officer, controlling person, underwriter, broker/dealer or other selling Holder in connection with investigating or defending any such Lossesform of prospectus; provided, however, that such Holder of Registrable Securities shall not be liable in any such case to the extent that the Holder has furnished in writing to the Company prior to the filing of any such Registration Statement or prospectus or amendment or supplement thereto information expressly for use in such Registration Statement or prospectus or any amendment or supplement thereto which corrected or made not misleading, information previously furnished to the Company, and the Company failed to include such information therein. In no event shall the liability of each any selling Holder of Registrable Securities hereunder shall be limited to greater in amount than the gross dollar amount of the proceeds (net of underwriting discounts and commissions, if anypayment of all expenses) received by such selling Holder from upon the sale of the Registrable Securities covered by the Registration Statement; giving rise to such indemnification obligation. Such indemnity shall remain in full force and provided, further, however, that the indemnity agreement contained in this Section 9(b) shall not apply to amounts paid in settlement effect regardless of any investigation made by or on behalf of such Losses if such settlement is effected without the consent of those selling Holder(s) against which the request for indemnity is being made (which consent shall not be unreasonably withheld)indemnified party.

Indemnification by Holders. To the extent permitted by law, each selling Each Holder will participating in a registration pursuant to this Agreement shall severally and not jointly indemnify and hold harmless the Company, each of its officers directors and directorsofficers, each person, if any, who controls the Company within the meaning of the Securities Act, and each agent and any investment banking firm acting as underwriter for the Company or (within the selling Holder, or any broker/dealer acting on behalf meaning of the Company or any other selling Holder, and all other selling Holders Securities Act) against any such Losses Losses, joint or several, to which the Company or any such director, officer, controlling person, underwriter, agent or broker/dealer or other selling Holder underwriter may become subject tosubject, under the Securities Act or otherwise, insofar as such Losses (or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in such registration statement on the Registration Statement effective date thereof (including any prospectus filed under Rule 424 under the Securities Act or any preliminary prospectus or final prospectus, relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, thereto) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they are mademisleading, in each case to the extent and extent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statementsuch registration statement or prospectus, in any preliminary prospectus or final prospectus relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectusthereto, in reliance upon and in conformity with written information furnished by or on behalf of such selling Holder expressly for use in connection with such registration statement or prospectus, or by such Holder's failure to furnish the Registration Statement Company, upon request, with the information with respect to such Holder, such Holder's directors and officers, or any preliminary prospectus agent, underwriter or final prospectus related theretorepresentative of such Holder, or such Holder's intended method of distribution, that is the subject of the untrue statement or omission; and such selling Holders will Holder shall reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriteragent or underwriter (but not in excess of expenses incurred in respect of one counsel for all of them unless there is an actual conflict of interest between any indemnified parties, broker/dealer or other selling Holder which indemnified parties may be represented by separate counsel) in connection with investigating or defending any such LossesLoss or action; providedPROVIDED, however, that the liability of each selling Holder hereunder shall be limited to the gross proceeds (net of underwriting discounts and commissions, if any) received by such selling Holder from the sale of Registrable Securities covered by the Registration Statement; and provided, further, howeverHOWEVER, that the indemnity agreement contained in this Section 9(b2.01(b) shall not apply to amounts paid in settlement of any such Losses Loss or action if such settlement is effected without the consent of those selling Holder(s) against which the request for indemnity is being made (Holder which consent shall not be unreasonably withheld).

Indemnification by Holders. To the extent permitted by law, each selling Each Holder will severally and not jointly agrees to indemnify and hold harmless the Company, each of its officers directors and directorsofficers, and each person, if any, who controls the Company within the meaning of the Securities Act, any investment banking firm acting as underwriter for the Company or the selling Holder, or any broker/dealer acting on behalf either section 15 of the Company or any other selling Holder, and all other selling Holders against any such Losses to which the Company or any such director, officer, controlling person, underwriter, or broker/dealer or other selling Holder may become subject to, under the Securities Act or otherwisesection 20 of the Exchange Act (other than the Holder), insofar as such covered by a registration statement filed pursuant to this Agreement from and against any and all Losses arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in any such registration statement or prospectus relating to the Registration Statement Registrable Securities or in any preliminary prospectus amendment or final prospectus, relating supplement thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, or arise arising out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they misleading, except insofar as such Losses arise out of, or are madebased upon, in each case to the extent and only to the extent that any such untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by such Holder or on such Holder's behalf, in such Holder's capacity as a Holder and not in his capacity as a director or officer of the Company, if applicable, expressly for use therein; PROVIDED, HOWEVER, that with respect to any untrue statement or omission or alleged untrue statement or omission or alleged omission was made in the Registration Statement, in any preliminary prospectus or final prospectus relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, in reliance upon and in conformity with written information furnished by such selling Holder expressly for use in connection with the Registration Statement or any preliminary prospectus or final prospectus related thereto; and such selling Holders will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter, broker/dealer or other selling Holder in connection with investigating or defending any such Losses; provided, however, that the liability of each selling Holder hereunder shall be limited to the gross proceeds (net of underwriting discounts and commissions, if any) received by such selling Holder from the sale of Registrable Securities covered by the Registration Statement; and provided, further, however, that the indemnity agreement contained in this Section 9(b) subsection shall not apply to amounts paid in settlement of the extent that any such Losses result from the fact that a current copy of the prospectus was not sent or given to the person asserting any such Losses at or prior to the written confirmation of the sale of the Common Stock concerned to such person if it is determined that it was the responsibility of the Company or any other person or entity (other than the Holder) to provide such settlement is effected without person with a current copy of the consent prospectus and such current copy of those selling Holder(s) against which the request for indemnity is being made (which consent shall not be unreasonably withheldprospectus would have cured the defect giving rise to such Losses. Each Holder also agrees to indemnify and hold harmless underwriters of the Registrable Securities, their officers and directors, and each person who controls such underwriters within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act on substantially the same basis as the indemnification of the Company provided in this subsection 7(b).

Indemnification by Holders. To the extent permitted by lawThe Investor will, each selling Holder will severally and not jointly jointly, indemnify and hold harmless the Company, each of its officers and directors, officers, partners, members and shareholders and each person, if any, person who controls the Company (within the meaning of the Securities Act, any investment banking firm acting as underwriter for the Company or the selling Holder, or any broker/dealer acting on behalf Section 15 of the Company or any other selling Holder, and all other selling Holders against any such Losses to which the Company or any such director, officer, controlling person, underwriter, or broker/dealer or other selling Holder may become subject to, under the Securities Act or otherwiseSection 20 of the Exchange Act) and the directors and officers of such controlling person, insofar in each case to the fullest extent permitted by applicable law from and against all Losses, as such Losses arise incurred, arising solely out of or are based upon upon, in the case of the Registration Statement or in any amendments thereto, any untrue or alleged untrue statement of any a material fact contained therein or any omission or alleged omission to state therein a material fact required to be stated therein to make the statements not misleading, or in the Registration Statement case of any Prospectus or any preliminary prospectus or final prospectusform of Prospectus, relating thereto or in any amendments amendment or supplements to the Registration Statement supplement thereto, or in any preliminary prospectus, any untrue or alleged untrue statement of a material fact contained therein or any such preliminary prospectus or final prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in light of the circumstances in under which they are were made, in each case not misleading to the extent and extent, but only to the extent extent, that such untrue statement statements or alleged untrue statement or omission or alleged omission was omissions (1) are made in the Registration Statement, in any preliminary prospectus or final prospectus relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, in reliance upon and in conformity with written information furnished to the Company by such selling Holder or on behalf of the Investor expressly for use in connection with a Registration Statement or Prospectus, or to the extent that such information relates to the Investor or the Investor’s proposed method of distribution of Registrable Securities and was reviewed and approved in writing by the Investor for use in the Registration Statement or any preliminary prospectus Prospectus (it being understood and agreed that the only such information furnished to the Company by or final prospectus related thereto; and such selling Holders will reimburse any legal on behalf of the Investor consists of the information described in Annex B hereto, as may be amended in accordance with the provisions of this Agreement) or other expenses reasonably incurred (2) resulted from the use by the Investor of an outdated or defective Prospectus after the Company has notified the Investor in writing that the Prospectus is outdated or any defective and prior to the receipt by the Investor of an Advice 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 director, officer, controlling person, underwriter, broker/dealer or other selling Holder in connection with investigating or defending any such LossesLoss would have been corrected; provided, however, that the obligation to indemnify will be several and not joint and in no event will the liability of each selling Holder the Investor hereunder shall be limited to greater in amount than the gross dollar amount of the net proceeds (net of underwriting discounts and commissions, if any) received by such selling Holder from the Investor upon the sale of the Registrable Securities covered by under the Registration Statement; and provided, further, however, that the indemnity agreement contained in this Section 9(b) shall not apply Statement giving rise to amounts paid in settlement of any such Losses if such settlement is effected without the consent of those selling Holder(s) against which the request for indemnity is being made (which consent shall not be unreasonably withheld)indemnification obligation.

Indemnification by Holders. To In the extent permitted by lawevent of a registration of the Registrable Securities under the Securities Act pursuant to this Agreement, each selling Holder will severally and severally, but not jointly jointly, indemnify and hold harmless the Company, and its officers, directors and each of its officers and directors, each personother Person, if any, who controls the Company within the meaning of the Securities Act, any investment banking firm acting as underwriter for the Company or the selling Holder, or any broker/dealer acting on behalf of the Company or any other selling Holder, and against all other selling Holders against any such Losses to which the Company or any such director, officer, controlling person, underwriter, or broker/dealer or other selling Holder Persons may become subject to, under the Securities Act or otherwise, insofar as such Losses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement under which such Registrable Securities were registered under the Securities Act pursuant to this Agreement, any preliminary Prospectus or final Prospectus contained therein, or any preliminary prospectus amendment or final prospectus, relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectussupplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they are mademisleading, in each case to the extent and only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, in any preliminary prospectus or final prospectus relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, in reliance upon and in conformity with written information furnished by such selling Holder expressly for use in connection with the Registration Statement or any preliminary prospectus or final prospectus related thereto; and such selling Holders will reimburse the Company and each such Person for any reasonable legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter, broker/dealer or other selling Holder them in connection with investigating or defending any such Losses; provided, however, that the liability of each selling a Holder hereunder shall will be limited liable in any such case if and only to the gross proceeds (net of underwriting discounts and commissions, if any) received by such selling Holder from the sale of Registrable Securities covered by the Registration Statement; and provided, further, however, extent that the indemnity agreement contained in this Section 9(b) shall not apply to amounts paid in settlement of any such Losses arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished in writing to the Company by or on behalf of such Holder specifically for use in any such document and specifically relating to such Holder. In addition, the foregoing shall not inure to the benefit of a Holder (ii) if such settlement Holder fails to deliver a Prospectus, to the extent that such Holder was required to do so under applicable securities laws, or (iii) in the case of an occurrence of an event of the type specified in Section (3)(b) above, by reason of the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is effected without outdated or defective and prior to the consent receipt by such Holder of those selling Holder(s) against which the request for indemnity is being made (which consent shall not be unreasonably withheld)Advice contemplated in Section 7 below.

Indemnification by Holders. To the extent permitted Each Holder whose Warrant Shares are sold under any registration statement pursuant to this Section (by law, each selling Holder will severally and not jointly inclusion of such Warrant Shares thereunder) shall indemnify and hold harmless Company (the Companyofficers, directors and controlling Persons thereof), each other Holder of its Warrants and each other Holder of Warrant Shares (and the directors, officers and directorscontrolling Persons of each such Holder), each person, other Person (if any, ) who controls the Company within the meaning of the Securities Act, any investment banking firm acting as underwriter for the Company or the selling Holder, or any broker/dealer acting acts on behalf of or at the request of Company or any such other selling Holder, each underwriter, and all each other selling Holders Person who participates in the offering of Warrant Shares (collectively, for purposes of this Clause, the "Indemnified Parties") against any such Losses losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, controlling person, underwriter, or broker/dealer or other selling Holder Indemnified Party may become subject to, under the Securities Act or otherwiseany other statute or at common law, insofar as such Losses losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon either of the following: (i) any untrue statement or alleged untrue statement of any material fact contained (on the effective date thereof) in the Registration Statement any registration statement (or any preliminary prospectus or final prospectus, relating thereto or in any amendments or supplements to amendment thereto) under which such Warrant Shares were registered under the Registration Statement or any Securities Act at the request of such preliminary prospectus or final prospectusHolder, or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in light of the circumstances in under which they are were made, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in each case any preliminary prospectus or prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary to make the extent and statements therein, in the light of the circumstances under which they were made, not misleading; but only to the extent (with respect to either of the foregoing Clauses) that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statementsuch registration statement, in any preliminary prospectus or final prospectus relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to Company through an instrument duly executed by such selling Holder specifically stating that it is expressly for use in connection with the Registration Statement or any preliminary prospectus or final prospectus related thereto; and therein. Each such selling Holders will Holder shall also reimburse each such Indemnified Party for any legal or any other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter, broker/dealer or other selling Holder in connection with investigating or defending any such Losses; providedloss, howeverclaim, that damage, liability or action. Notwithstanding the liability of each selling foregoing, no such Holder hereunder shall be limited liable to any Indemnified Party in any such instance to the gross proceeds extent (net a) such loss, claim, damage or liability relates to any untrue statement or omission, or any alleged untrue statement or omission, made in a preliminary prospectus but eliminated or remedied in a final prospectus, and (b) a copy of underwriting discounts and commissions, if any) received the final prospectus was not delivered to the Person asserting the claim at or prior to the time required by the Securities Act in an instance for which delivery thereof would have constituted a defense to the claim asserted by such selling Holder from the sale of Registrable Securities covered by the Registration Statement; and provided, further, however, that the indemnity agreement contained in this Section 9(b) shall not apply to amounts paid in settlement of any such Losses if such settlement is effected without the consent of those selling Holder(s) against which the request for indemnity is being made (which consent shall not be unreasonably withheld)Person.

Indemnification by Holders. To Each Holder of Registrable Securities participating in any registration hereunder shall severally, and not jointly, indemnify and hold harmless, to the fullest extent permitted by law, each selling Holder will severally and not jointly indemnify and hold harmless the CompanyPRGX, each of its officers and directors, officers, employees, affiliates and agents, and each person, if any, Person who controls the Company PRGX (within the meaning of the Securities Act) (collectively, "PRGX Indemnified Parties") against all losses, claims, damages, liabilities and expenses, joint or several (including reasonable fees of counsel and any investment banking firm acting as underwriter for the Company amounts paid in settlement effected with such Holder's consent, which consent shall not be unreasonably delayed or the selling Holder, or any broker/dealer acting on behalf of the Company or any other selling Holder, and all other selling Holders against any such Losses withheld) to which the Company or any such director, officer, controlling person, underwriter, or broker/dealer or other selling Holder PRGX Indemnified Parties may become subject to, under the Securities Act Act, the Exchange Act, any other federal law, any state or common law or otherwise, insofar as such Losses arise out of losses, claims, damages, liabilities or expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) are based upon caused by (i) any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement any registration statement in which such Holder's Registrable Securities were included or any preliminary prospectus or final prospectus, relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in the light of the circumstances in under which they are were made, not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in each case any preliminary, final or summary prospectus, together with the documents incorporated by reference therein (as amended or supplemented if PRGX shall have filed with the Commission any 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 extent statements therein, in the light of the circumstances under which they were made, not misleading (in the cases described in clauses (i) and (ii) of this Section 6.2, such indemnification by such Holder of Registrable Securities shall apply only to the extent that such untrue statement or alleged omission is contained in any information furnished in writing by such Holder for use in the preparation of the documents described in such clauses (i) and (ii)), (iii) any violation by such Holder of the Securities Act, the Exchange Act, any other federal law, any state or common law, or any rule or regulation promulgated thereunder applicable to such Holder and relating to action of or inaction by such Holder in connection with any such registration other than in connection with any such violation relating to an untrue statement or omission of a material fact relating to information provided by PRGX contained in a preliminary prospectus or alleged omission was made in the Registration Statementprospectus hereunder, in and (iv) with respect to any preliminary prospectus delivered in a non-underwritten offering, the fact that such Holder sold Registrable Securities to a person to whom there was not sent or final given, at or before the written confirmation of such sale, a copy of the prospectus (excluding the documents incorporated by reference) or of the prospectus as then amended or supplemented (excluding documents incorporated by reference) if PRGX has previously furnished copies thereof to such Holder in compliance with this Agreement and the loss, claim, damage, liability or expense of such PRGX Indemnified Party results from an untrue statement or omission of a material fact relating thereto or to information provided by such Holder contained in any amendments or supplements to the Registration Statement or any such preliminary prospectus which was corrected in the prospectus (or final prospectus, in reliance upon and in conformity with written information furnished by such selling Holder expressly for use in connection with the Registration Statement prospectus as amended or any preliminary prospectus or final prospectus related thereto; supplemented) and such selling Holders will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter, broker/dealer or other selling Holder in connection with investigating or defending any such Losses; provided, however, that the liability of each selling Holder hereunder shall be limited corrected document provides a defense to the gross proceeds (net of underwriting discounts and commissionsclaim upon which such loss, if any) received by such selling Holder from the sale of Registrable Securities covered by the Registration Statement; and providedclaim, furtherdamage, however, that the indemnity agreement contained in this Section 9(b) shall not apply to amounts paid in settlement of any such Losses if such settlement is effected without the consent of those selling Holder(s) against which the request for indemnity is being made (which consent shall not be unreasonably withheld).liability or expense was based. Such indemnity

Indemnification by Holders. To In the extent permitted by lawevent of a Registration Statement, each selling Holder will Holder, severally and not jointly jointly, shall indemnify and hold harmless the CompanyIssuer, its respective Affiliates, each of its officers and directors, each person, if any, person who controls the Company Issuer, as the case may be, or any such Affiliates within the meaning of the Securities ActAct or Exchange Act and their respective officers, directors, employees, representatives and agents (collectively referred to for purposes of this Section 6(b) and Section 6(d) as the "Indemnified Issuers"), from and against any investment banking firm acting as underwriter for the Company loss, claim, damage or the selling Holderliability, joint or several, or any broker/dealer acting on behalf of the Company or any other selling Holderaction in respect thereof, and all other selling Holders against any such Losses to which the Company or any such director, officer, controlling person, underwriter, or broker/dealer or other selling Holder Indemnified Issuers may become subject tosubject, whether commenced or threatened, under the Securities Act Act, the Exchange Act, any other federal or state statutory law or regulation, at common law or otherwise, insofar as such Losses arise loss, claim, damage, liability or action arises out of of, or are is based upon upon, (i) any untrue statement or alleged untrue statement of any a material fact contained in the any such Registration Statement or any preliminary prospectus or final prospectus, relating thereto forming part thereof or in any amendments amendment or supplements to the Registration Statement supplement thereto or any such preliminary prospectus or final prospectus, or arise out of or are based upon (ii) 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 not misleading therein, in the light of the circumstances in under which they are were made, not misleading, but in each case to the extent and only to the extent that such the untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, in any preliminary prospectus or final prospectus relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, in reliance upon and in conformity with any information included in any Registration Statement in reliance upon or in conformity with written information furnished to the Issuer by such selling or on behalf of any Holder expressly specifically for use in connection with therein, and shall reimburse the Registration Statement or any preliminary prospectus or final prospectus related thereto; and such selling Holders will reimburse Indemnified Issuers for any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter, broker/dealer or other selling Holder Indemnified Issuers in connection with investigating or defending or preparing to defend against or appearing as a third party witness in connection with any such Lossesloss, claim, damage, liability or action as such expenses are incurred; provided, however, that the liability of each selling no such Holder hereunder shall be limited to liable for any indemnity claims hereunder in excess of the gross amount of net proceeds (net of underwriting discounts and commissions, if any) received by such selling Holder from the sale of Registrable Securities covered by the pursuant to such Registration Statement; and provided, further, however, that the indemnity agreement contained in this Section 9(b) shall not apply to amounts paid in settlement of any such Losses if such settlement is effected without the consent of those selling Holder(s) against which the request for indemnity is being made (which consent shall not be unreasonably withheld).

Indemnification by Holders. To In connection with any registration statement in which a Holder is participating, each such Holder will furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such registration statement and related prospectus and, to the extent permitted by law, each selling Holder will indemnify, severally and not jointly indemnify and hold harmless jointly, the Company, its officers, directors, partners, members, managers, stockholders, agents and employees of each of its officers them, and the officers, directors, partners, members, managers, stockholders, agents and employees of each person, if any, who controls the Company within the meaning of the Securities Act, any investment banking firm acting as underwriter for the Company or the selling Holder, or any broker/dealer acting on behalf of the Company or any other selling Holder, and all other selling Holders such controlling Person against any such Losses to which the Company or resulting from any such director, officer, controlling person, underwriter, or broker/dealer or other selling Holder may become subject to, under the Securities Act or otherwise, insofar as such Losses arise out of or are based upon any untrue or alleged untrue statement of any material fact contained in the Registration Statement registration statement, prospectus or any preliminary prospectus or final prospectus, relating any amendment thereof or supplement thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, or arise out omission of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of and will reimburse the circumstances in which they are made, in each case to the extent and only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, in any preliminary prospectus or final prospectus relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, in reliance upon and in conformity with written information furnished by such selling Holder expressly for use in connection with the Registration Statement or any preliminary prospectus or final prospectus related thereto; Company and such selling Holders will reimburse directors, officers, partners, members, managers, stockholders, employees, agents, Persons, or control Persons for any legal or any other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter, broker/dealer or other selling Holder in connection with investigating or defending any such Lossesclaim, loss, damage, liability, or action, in each case to the extent, but only to the extent, that such untrue statement or omission is contained or should have been contained in any information or affidavit so furnished by such Holder for use in such registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto; provided, however, that the liability of obligation to indemnify will be individual to each selling Holder hereunder shall and will be limited to the gross amount of net proceeds (net of underwriting discounts and commissions, if any) received by such selling Holder from the sale of Registrable Securities covered by pursuant to such registration statement. In connection with an underwritten offering, each participating Holder will indemnify such underwriters, their officers and directors and each Person who controls such underwriters (within the Registration Statement; and provided, further, however, that meaning of the indemnity agreement contained in this Section 9(bSecurities Act) shall not apply to amounts paid in settlement the same extent as provided above with respect to the indemnification of any such Losses if such settlement is effected without the consent of those selling Holder(s) against which the request for indemnity is being made (which consent shall not be unreasonably withheld)Company.

Indemnification by Holders. To the extent permitted by lawIn connection with any Registration Statement in which a Holder is participating, each selling such Holder will agrees to severally and not jointly indemnify and indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company, each of its officers and directors, each personof its officers who signs the Registration Statement, each Person, if any, who controls the Company within the meaning of the Securities Act, any investment banking firm acting as underwriter for the Company 1933 Act or the selling Holder1934 Act (collectively and together with an Indemnified Person, or any broker/dealer acting on behalf of the Company or any other selling Holderan "Indemnified Party"), and all other selling Holders against any such Losses Claim or Indemnified Damages to which the Company or any such director, officer, controlling person, underwriter, or broker/dealer or other selling Holder of them may become subject tosubject, under the Securities 1933 Act, the 1934 Act or otherwise, insofar as such Losses Claim or Indemnified Damages arise out of or are based upon any untrue or alleged untrue statement of any material fact contained in the Registration Statement or any preliminary prospectus or final prospectus, relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they are madeViolation, in each case to the extent extent, and only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, in any preliminary prospectus or final prospectus relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, Violation occurs in reliance upon and in conformity with written information furnished to the Company by such selling Holder expressly for use in connection with the such Registration Statement or any preliminary prospectus or final prospectus related theretoStatement; and and, subject to Section 6(c), such selling Holders Holder will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter, broker/dealer or other selling Holder them in connection with investigating or defending any such LossesClaim; provided, however, that the liability of each selling Holder hereunder shall be limited to the gross proceeds (net of underwriting discounts and commissions, if any) received by such selling Holder from the sale of Registrable Securities covered by the Registration Statement; and provided, further, however, that the indemnity agreement contained in this Section 9(b6(b) and the agreement with respect to contribution contained in Section 7 shall not apply to amounts paid in settlement of any such Losses Claim if such settlement is effected without the prior written consent of those selling Holder(s) against which the request for indemnity is being made (such Holder, which consent shall not be unreasonably withheld); provided, further, however, that the Holder shall be liable under this Section 6(b) for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the resale of the Registrable Securities by the Holders pursuant to the Registration Statement. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(b) with respect to any preliminary prospectus shall not inure to the benefit of any Indemnified Party if the untrue statement or omission of material fact contained in the preliminary prospectus were corrected on a timely basis in the prospectus, as then amended or supplemented.

Indemnification by Holders. To the extent permitted by law, each selling Each Holder will severally and not jointly agrees to indemnify and hold harmless the Company, each of its officers directors and directorsofficers, and each person, if any, who controls the Company within the meaning of the Securities Act, any investment banking firm acting as underwriter for the Company or the selling Holder, or any broker/dealer acting on behalf either section 15 of the Company or any other selling Holder, and all other selling Holders against any such Losses to which the Company or any such director, officer, controlling person, underwriter, or broker/dealer or other selling Holder may become subject to, under the Securities Act or otherwisesection 20 of the Exchange Act (other than such Holder), insofar as such from and against any and all Losses arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the a Registration Statement or prospectus relating to the Registrable Securities of such Holder or in any preliminary prospectus amendment or final prospectus, relating supplement thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, or arise arising out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they misleading, but only insofar as such Losses arise out of, or are madebased upon, in each case to the extent and only to the extent that any such untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by such Holder or on such Holder's behalf, in such Holder's capacity as a Holder and not in his capacity as a director or officer of the Company, if applicable, expressly for use therein; PROVIDED, HOWEVER, that with respect to any untrue statement or omission or alleged untrue statement or omission or alleged omission was made in the Registration Statement, in any preliminary prospectus or final prospectus relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, in reliance upon and in conformity with written information furnished by such selling Holder expressly for use in connection with the Registration Statement or any preliminary prospectus or final prospectus related thereto; and such selling Holders will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter, broker/dealer or other selling Holder in connection with investigating or defending any such Losses; provided, however, that the liability of each selling Holder hereunder shall be limited to the gross proceeds (net of underwriting discounts and commissions, if any) received by such selling Holder from the sale of Registrable Securities covered by the Registration Statement; and provided, further, however, that the indemnity agreement contained in this Section 9(b) shall SUBSECTION 7 will not apply to amounts paid in settlement of the extent that any such Losses result from the fact that a current copy of the prospectus was not sent or given to the person asserting any such Losses at or prior to the written confirmation of the sale of the applicable Registrable Securities to such person if it is determined that it was the responsibility of the Company or any other person or entity (other than such settlement is effected without Holder or such Holder's agent) to provide such person with a current copy of the consent prospectus and such current copy of those selling Holder(s) against which the request for indemnity is being made (which consent shall not be unreasonably withheld)prospectus would have cured the defect giving rise to such Losses. Each Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities, their officers and directors, and each person who controls such Underwriters within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act to the extent reasonably required by such Underwriters.

Indemnification by Holders. To the extent permitted by law, each selling Each Holder will severally and not jointly -------------------------- agrees to indemnify and hold harmless the Company, each of its officers and directors, officers, partners, employees, representatives and agents (including each personofficer of the Company who signed the Registration Statement), and each Person, if any, who controls the Company Company, within the meaning of the Securities Act, any investment banking firm acting as underwriter for the Company or the selling Holder, or any broker/dealer acting on behalf Section 15 of the Company or any other selling Holder, and all other selling Holders against any such Losses to which the Company or any such director, officer, controlling person, underwriter, or broker/dealer or other selling Holder may become subject to, under the Securities Act or otherwiseSection 20 of the Exchange Act, insofar against (i) any and all loss, liability, claim, damage and expenses whatsoever, as such Losses arise incurred, arising out of (A) any violation by the Holders of the Securities Act or are based upon applicable state securities laws in connection with the offering and (B) any untrue statement or alleged untrue statement of any a material fact contained in the any Registration Statement (or any preliminary prospectus or final prospectusamendment thereto) pursuant to which Registrable Shares were registered under the Securities Act, relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectusincluding all documents incorporated therein by reference, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light misleading, or arising out of the circumstances in which they are made, in each case to the extent and only to the extent that such any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or the omission or alleged omission was made to state a material fact required to be stated therein or necessary in order to make the statements therein, in the Registration Statementlight of the circumstances under which they were made, not misleading; (ii) from and against any and all loss, liability, claim and, damage whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or investigation or Proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, if such settlement is effected with the written consent of such Holder, which consent shall not be unreasonably withheld; and (iii) from and against any and all expense reasonably incurred (including reasonable fees and disbursements of one firm of attorneys), in investigating, preparing or defending against any preliminary prospectus litigation, or final prospectus relating thereto investigation or Proceeding by any governmental agency or body, commenced or threatened, in each case whether or not a party, or any amendments claim whatsoever based upon any such untrue statement or supplements to the Registration Statement omission, or any such preliminary prospectus alleged untrue statement or final prospectusomission, to the extent that any such expense is not paid under subparagraph (i) or (ii) above; but only with respect to such untrue statements or omissions, or alleged untrue statements or omissions, made in a Registration Statement (or any amendment thereto) or any Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company in writing by such selling Holder expressly for use in connection with the such Registration Statement (or any preliminary prospectus amendment thereto) or final prospectus related thereto; and such selling Holders will reimburse any legal or other expenses reasonably incurred by the Company Prospectus (or any such directoramendment or supplement thereto), officer, controlling person, underwriter, broker/dealer or other selling Holder in connection with investigating or defending any such Losses; provided, howeverand provided further, that the liability of each selling no Holder hereunder shall be limited to liable under this Section 6(b) for -------- ------- any amount in excess of the gross net proceeds (net of underwriting discounts and commissions, if any) received by such selling Holder from the sale of such Holder's Registrable Securities covered by Shares pursuant to a Registration Statement or a Prospectus, as the Registration Statement; and provided, further, however, that the indemnity agreement contained in this Section 9(b) shall not apply to amounts paid in settlement of any such Losses if such settlement is effected without the consent of those selling Holder(s) against which the request for indemnity is being made (which consent shall not be unreasonably withheld)case may be.

Indemnification by Holders. To Each Holder shall, if Registrable Securities held by such Holder are included in the extent permitted by lawsecurities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, each selling Holder will indemnify, severally and not jointly indemnify with any other Holders of Registrable Securities, the Company and hold harmless the Company, each of its officers current and former officers, directors, partners, members, managers, shareholders, agents, employees and Affiliates, and each person, if any, Person who controls the Company or such underwriter within the meaning of the Securities Act, any investment banking firm acting as underwriter for the Company or the selling Holder, or any broker/dealer acting on behalf Section 15 of the Company or any other selling Holder, and all other selling Holders against any such Losses to which the Company or any such director, officer, controlling person, underwriter, or broker/dealer or other selling Holder may become subject to, under the Securities Act (collectively, the “Holder Indemnified Parties”), against all Losses (or otherwise, insofar as such Losses arise actions in respect thereof) to the extent arising out of or are based upon on any untrue statement (or alleged untrue statement statement) of any a material fact contained in the Registration Statement any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” or other document, in each case related to such registration statement, or any preliminary prospectus amendment or final prospectus, relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectussupplement thereto, or arise out of or are based upon the on any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in light of the circumstances in which they were made, not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 4.2, settling any such Losses or action, as such expenses are madeincurred, in each case to the extent and extent, but only to the extent extent, that such untrue statement (or alleged untrue statement statement) or omission (or alleged omission was omission) is made in the Registration Statementsuch registration statement, in any preliminary prospectus or final prospectus relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such selling Holder expressly or its authorized representatives and stated to be specifically for use in connection with the Registration Statement or any preliminary prospectus or final prospectus related thereto; and such selling Holders will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter, broker/dealer or other selling Holder in connection with investigating or defending any such Lossestherein; provided, however, that in no event shall any indemnity under this Section 4.2 payable by the liability of each selling Lenders and any Holder hereunder shall be limited exceed an amount equal to the gross net proceeds (net of underwriting discounts and commissions, if any) received by such selling Holder from in respect of the sale of the Registrable Securities covered by the Registration Statement; and provided, further, however, that the giving rise to such indemnification obligation. The indemnity agreement contained in this Section 9(b) 4.2 shall not apply to amounts paid in settlement of any such Losses or action if such settlement is effected without the prior written consent of those selling Holder(s) against which the request for indemnity is being made applicable Holder (which consent shall not be unreasonably withheldwithheld or delayed).

Indemnification by Holders. To Each Holder whose Registrable -------------------------- Securities are included in a registration statement will furnish to the Company in writing such information and affidavits with respect to such Holder as the Company reasonably requests for use in connection with such registration statement (or prospectus included therein) to be filed or used under this Agreement, and each of them agrees to indemnify and hold harmless to the fullest extent permitted by law, each selling Holder will severally and not jointly indemnify and hold harmless the Company, each of its officers person who signed the registration statement, and directors, each person, if any, Person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act (each, a "Company Indemnified Party" and, collectively with Stockholder Indemnified -------------------------- Parties, the "Indemnified Parties") against joint or several Damages to which ------------------- they or any of them may become subject (i) under the Securities Act, any investment banking firm acting as underwriter for the Company or the selling Holder, or any broker/dealer acting on behalf of the Company or any other selling Holder, and all other selling Holders against any such Losses to which the Company or any such director, officer, controlling person, underwriter, or broker/dealer or other selling Holder may become subject to, under the Securities Exchange Act or otherwise, insofar as such Losses Damages (or actions in respect thereof) arise out of or are based upon any untrue or alleged untrue statement of any a material fact contained in the Registration Statement or any registration statement, prospectus, preliminary prospectus or final prospectus, relating thereto any amendment thereof or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectussupplement thereto, or arise out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they are mademisleading, in each case to the extent and extent, but only to the extent extent, that any Damages arise out of or are based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, in any preliminary prospectus or final prospectus relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, therein in reliance upon and in conformity with written information furnished in writing by such selling Holder expressly to the Company in a signed document stating that such information is specifically for use therein; or (ii) as a result of or in connection with the Registration Statement any violation of applicable Laws by such Holder (other than as a result of any act committed by or omission of a Company Indemnified Party) or any preliminary prospectus general or final prospectus related thereto; and limited partners, employees, officers or directors of such selling Holders will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter, broker/dealer or other selling Holder in connection with investigating or defending any such Losses; providedregistration. Notwithstanding the foregoing, however, that the liability of each selling a Holder hereunder pursuant to this Section 8, except for any liability resulting from the willful misconduct or intentional action of such Holder, shall be limited not exceed an amount equal to the gross proceeds (net of underwriting discounts and commissions, if any) received realized by such selling Holder from the sale of Registrable Securities covered by the Registration Statement; and provided, further, however, that the indemnity agreement contained in this Section 9(b) shall not apply to amounts paid in settlement of any such Losses if such settlement is effected without the consent of those selling Holder(s) against which the request for indemnity is being made (which consent shall not be unreasonably withheld)sold as contemplated herein.

Indemnification by Holders. To the extent permitted by law, each selling Each Holder will severally and not jointly agrees to indemnify -------------------------- and hold harmless the Company, each of its officers and directors, officers, partners, employees, representatives and agents (including each personofficer of the Company who signed the Registration Statement), and each Person, if any, who controls the Company Company, within the meaning of the Securities Act, any investment banking firm acting as underwriter for the Company or the selling Holder, or any broker/dealer acting on behalf Section 15 of the Company or any other selling Holder, and all other selling Holders against any such Losses to which the Company or any such director, officer, controlling person, underwriter, or broker/dealer or other selling Holder may become subject to, under the Securities Act or otherwiseSection 20 of the Exchange Act, insofar against (i) any and all loss, liability, claim, damage and expenses whatsoever, as such Losses arise incurred, arising out of (A) any violation by the Holders of the Securities Act or are based upon applicable state securities laws in connection with the offering and (B) any untrue statement or alleged untrue statement of any a material fact contained in the any Registration Statement (or any preliminary prospectus or final prospectusamendment thereto) pursuant to which Registrable Shares were registered under the Securities Act, relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectusincluding all documents incorporated therein by reference, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light misleading, or arising out of the circumstances in which they are made, in each case to the extent and only to the extent that such any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or the omission or alleged omission was made to state a material fact required to be stated therein or necessary in order to make the statements therein, in the Registration Statementlight of the circumstances under which they were made, not misleading; (ii) from and against any and all loss, liability, claim and, damage whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, if such settlement is effected with the written consent of such Holder, which consent shall not be unreasonably withheld; and (iii) from and against any and all expense reasonably incurred (including reasonable fees and disbursements of one firm of attorneys), in investigating, preparing or defending against any preliminary prospectus litigation, or final prospectus relating thereto investigation or proceeding by any governmental agency or body, commenced or threatened, in each case whether or not a party, or any amendments claim whatsoever based upon any such untrue statement or supplements to the Registration Statement omission, or any such preliminary prospectus alleged untrue statement or final prospectusomission, to the extent that any such expense is not paid under subparagraph (i) or (ii) above; but only with respect to such untrue statements or omissions, or alleged untrue statements or omissions, made in a Registration Statement (or any amendment thereto) or any Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such selling Holder expressly for use in connection with the such Registration Statement (or any preliminary prospectus amendment thereto) or final prospectus related thereto; and such selling Holders will reimburse any legal or other expenses reasonably incurred by the Company Prospectus (or any such directoramendment or supplement thereto), officer, controlling person, underwriter, broker/dealer or other selling Holder in connection with investigating or defending any such Losses; provided, howeverand provided further, that the liability of each selling no Holder hereunder shall be limited to liable for any amount in excess of the gross -------- ------- net proceeds (net of underwriting discounts and commissions, if any) received by such selling Holder from the sale of such Holder's Registrable Securities covered by Shares pursuant to a Registration Statement or a Prospectus, as the Registration Statement; and provided, further, however, that the indemnity agreement contained in this Section 9(b) shall not apply to amounts paid in settlement of any such Losses if such settlement is effected without the consent of those selling Holder(s) against which the request for indemnity is being made (which consent shall not be unreasonably withheld)case may be.

Indemnification by Holders. To Unless otherwise agreed to in -------------------------- the extent permitted by lawunderwriting agreement for the relevant offering, each selling Holder will severally and not jointly agrees to indemnify and hold harmless the Company, each underwriter and the other selling Holders, and each of its their respective partners, directors, officers and directorsemployees (including without limitation each officer of the Company who signed the registration statement), and each personPerson, if any, who controls the Company Company, any underwriter or any other selling Holder within the meaning of Section 15 of the Securities 1933 Act, against any investment banking firm acting as underwriter for and all losses, liabilities, claims, damages, judgments and expenses described in the Company or indemnity contained in Section 4.7 (provided that any settlement of the type described therein is effected with the written consent of such selling Holder), or any broker/dealer acting on behalf as incurred, but only with respect to untrue statements of the Company or any other selling Holder, and all other selling Holders against any such Losses to which the Company or any such director, officer, controlling person, underwriter, or broker/dealer or other selling Holder may become subject to, under the Securities Act or otherwise, insofar as such Losses arise out of or are based upon any untrue or alleged untrue statement of any a material fact contained in the Registration Statement or any preliminary prospectus or final prospectus, relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectusomissions, or arise out omissions therefrom of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in the light of the circumstances in under which they are were made, in each case to the extent and only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statementnot misleading, in any preliminary prospectus or final prospectus relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, case made in reliance upon and in conformity with written information furnished to the Company by such selling Holder expressly for use in connection with the Registration Statement such registration statement (or any preliminary amendment thereto) or such prospectus or final prospectus related thereto; and such selling Holders will reimburse any legal or other expenses reasonably incurred by the Company (or any such director, officer, controlling person, underwriter, broker/dealer amendment or other selling Holder in connection with investigating or defending any such Lossessupplement thereto); provided, however, -------- ------- that the liability of each such selling Holder hereunder shall not be limited required to provide any such indemnity to the gross proceeds (net extent that any such losses, liabilities, claims, damages, judgments or expenses result from the failure of underwriting discounts and commissionsthe Company to promptly amend or take action to correct or supplement any such prospectus on the basis of corrected or supplemental information furnished in a timely manner, if any) received in writing to the Company by such selling Holder from the sale expressly for such purpose. Notwithstanding any other provisions of Registrable Securities covered by the Registration Statement; and provided, further, however, that the indemnity agreement contained in this Section 9(b) shall not apply 4.8, in the case of distributions to amounts paid in settlement of any such Losses if such settlement is effected without the consent of those selling Holder(s) against which the request for indemnity is being made (which consent public, an indemnifying Holder shall not be unreasonably withheld)required to pay any amount under this Section 4.8 in excess of the amount by which (A) the total price at which the Registrable Securities sold by such indemnifying Holder and its affiliated indemnifying Holders and distributed to the public were offered to the public exceeds (B) the amount of any damages which such indemnifying Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.

Indemnification by Holders. To the extent permitted by law, each selling Each Holder will severally and not jointly agrees to indemnify and hold harmless the Company, its directors and officers, and each of its officers and directors, each personPerson, if any, who controls the Company within the meaning of the Securities Act, any investment banking firm acting as underwriter for the Company or the selling Holder, or any broker/dealer acting on behalf either Section 15 of the Company or any other selling Holder, and all other selling Holders against any such Losses to which the Company or any such director, officer, controlling person, underwriter, or broker/dealer or other selling Holder may become subject to, under the Securities Act or otherwiseSection 20 of the Exchange Act (other than the Holder), insofar as such covered by a registration statement filed pursuant hereto from and against any and all Losses arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in any such registration statement or prospectus relating to the Registration Statement Registrable Securities or in any preliminary prospectus amendment or final prospectus, relating supplement thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, or arise arising out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they misleading, but only insofar as such Losses arise out of, or are madebased upon, in each case to the extent and only to the extent that any such untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by such Holder or on such Holder's behalf, solely in such Holder's capacity as a Holder and not in his capacity as a trust manager or officer of the Company, as manager of the Company pursuant to the Management Agreement, or as a director of officer of the Manager, if applicable, expressly for use therein; provided, however, that with respect to any untrue statement or omission or alleged untrue statement or omission or alleged omission was made in the Registration Statement, in any preliminary prospectus or final prospectus relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, in reliance upon and in conformity with written information furnished by such selling Holder expressly for use in connection with the Registration Statement or any preliminary prospectus or final prospectus related thereto; and such selling Holders will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter, broker/dealer or other selling Holder in connection with investigating or defending any such Losses; provided, however, that the liability of each selling Holder hereunder shall be limited to the gross proceeds (net of underwriting discounts and commissions, if any) received by such selling Holder from the sale of Registrable Securities covered by the Registration Statement; and provided, further, however, that the indemnity agreement contained in this Section 9(b7(b) shall not apply to amounts paid in settlement of the extent that any such Losses result from the fact that a current copy of the prospectus was not sent or given to the Person asserting any such Losses at or prior to the written confirmation of the sale of the Common Shares concerned to such Person if it is determined that it was the responsibility of the Company or any other Person or entity (other than the Holder) to provide such settlement is effected without Person with a current copy of the consent prospectus and such current copy of those selling Holder(s) against which the request for indemnity is being made (which consent shall not be unreasonably withheldprospectus would have cured the defect giving rise to such Losses. Each Holder also agrees to indemnify and hold harmless underwriters of the Registrable Securities, their officers and directors, and each Person who controls such underwriters within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as the indemnification of the Company provided in this Section 7(b).

Indemnification by Holders. To the extent permitted by law, each selling Holder will severally and not jointly agrees to indemnify and hold harmless the Company, each of its officers and the officers, directors, employees, agents, successors and assigns of the Company, any other stockholder selling shares of Common Stock in such registration, and each person, if any, who controls Person controlling the Company or such other stockholder within the meaning of Section 15 of the Securities Act, any investment banking firm acting as underwriter for Act the Company or the selling Holder(each a “Company Indemnified Person”), or any broker/dealer acting on behalf of the Company or any other selling Holder, from and all other selling Holders against any such Losses Liability (joint or several) to which the Company or any such director, officer, controlling person, underwriter, or broker/dealer or other selling Holder Company Indemnified Person may become subject to, under the Securities Act or otherwise, insofar as such Losses arise Liability (or actions or proceedings in respect thereof) arises out of or are is based upon any of the following statements, omissions or violations by the Holder (collectively a “Holder Violation”): (i) any untrue statement or alleged untrue statement of any a material fact contained in the any Registration Statement under which such Registrable Securities were registered under the Securities Act pursuant to this Agreement, including any final prospectus contained therein or any preliminary prospectus or final prospectus, relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectusthereto, or arise out of or are based upon (ii) the omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading in light of the circumstances in which they are mademisleading, in each case to the extent and only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, in any preliminary prospectus or final prospectus relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, occurs in reliance upon and in conformity with written information furnished by such selling Holder, any of such Holder’s officers, directors, partners, legal counsel or accountants or any Person controlling such Holder expressly for use in connection with the a Registration Statement Statement, including any final prospectus contained therein or any preliminary prospectus amendments or final prospectus related supplements thereto; and such selling Holders will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter, broker/dealer or other selling Holder in connection with investigating or defending any such Losses; provided, however, that the liability of each selling Holder hereunder shall be limited to the gross proceeds (net of underwriting discounts and commissions, if any) received by such selling Holder from the sale of Registrable Securities covered by the Registration Statement; and provided, further, provided however, that the indemnity agreement contained in this Section 9(b4(b) shall not apply to amounts paid in settlement of any such Losses if such settlement is effected without the consent of those selling Holder(s) against which the request for indemnity is being made Holder (which such consent shall not be unreasonably withheld). The amount recoverable by the Company from any Holder under this indemnification provision together with any amounts recovered from such Holder under this Section 4(b) shall not exceed the amount of net proceeds received by such Holder from the sale of Registrable Securities in connection with any such registration, except in the case of willful fraud, or intentional misstatement or omission by such Holder. Each Holder’s indemnification obligations shall survive any transfer by such Holder of its Registrable Securities.

Indemnification by Holders. To Each holder of the extent permitted by lawNotes, each selling Holder will severally and not jointly jointly, will indemnify and hold harmless the Company, each of its officers Issuers and directors, each person, if any, who controls the Company Issuers within the meaning of the Securities Act, any investment banking firm acting as underwriter for the Company Act or the selling HolderExchange Act from and against any losses, claims, damages or liabilities or any broker/dealer acting on behalf of the Company or any other selling Holderactions in respect thereof, and all other selling Holders against any such Losses to which the Company any Issuer or any such director, officer, controlling person, underwriter, or broker/dealer or other selling Holder person may become subject to, under the Securities Act, the Exchange Act or otherwise, insofar as such Losses losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the a Registration Statement or any preliminary prospectus or final prospectus, relating thereto or in any amendments amendment or supplements to the Registration Statement or any such preliminary prospectus or final prospectussupplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they are mademisleading, but in each case to the extent and only to the extent that such the untrue statement or omission or alleged untrue statement or omission or alleged omission was made in the Registration Statement, in any preliminary prospectus or final prospectus relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, in reliance upon and in conformity with written information pertaining to such holder and furnished to the Issuers by or on behalf of such selling Holder expressly holder specifically for use in connection with inclusion therein; and, subject to the Registration Statement or any preliminary prospectus or final prospectus related thereto; and such selling Holders will reimburse limitation set forth immediately preceding this clause, shall reimburse, as incurred, the Issuers for any legal or other expenses reasonably incurred by the Company Issuers or any such director, officer, controlling person, underwriter, broker/dealer or other selling Holder person in connection with investigating or defending any loss, claim, damage, liability or action in respect thereof. This indemnity agreement will be in addition to any liability which such Losses; provided, however, that holder may otherwise have to the Issuers or any of their controlling persons. In no event shall the liability of each any selling Holder holder of Notes hereunder shall be limited to greater in amount than the gross dollar amount of the proceeds (net of underwriting discounts and commissions, if any) received by such selling Holder from holder upon the sale of Registrable Securities covered by the Registration Statement; and provided, further, however, that the indemnity agreement contained in this Section 9(b) shall not apply Notes giving rise to amounts paid in settlement of any such Losses if such settlement is effected without the consent of those selling Holder(s) against which the request for indemnity is being made (which consent shall not be unreasonably withheld)indemnification obligation.

Indemnification by Holders. To the extent permitted by law, each selling Each Holder will participating in a registration pursuant to this Agreement shall severally and not jointly indemnify and hold harmless the CompanyC Me Run, each of its officers directors and directorsofficers, each person, if any, who controls the Company C Me Run within the meaning of the Securities Act, and each agent and any investment banking firm acting as underwriter for the Company or C Me Run (within the selling Holder, or any broker/dealer acting on behalf meaning of the Company or any other selling Holder, and all other selling Holders Securities Act) against any such Losses Losses, joint or several, to which the Company C Me Run or any such director, officer, controlling person, underwriter, agent or broker/dealer or other selling Holder underwriter may become subject tosubject, under the Securities Act or otherwise, insofar as such Losses (or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the such Registration Statement on the effective date thereof (including any Prospectus filed under Rule 424 under the Securities Act or any preliminary prospectus or final prospectus, relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, thereto) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they are mademisleading, in each case to the extent and extent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the such Registration StatementStatement or Prospectus, in any preliminary prospectus or final prospectus relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectusthereto, in reliance upon and in conformity with written information furnished by or on behalf of such selling Holder expressly for use in connection with the such Registration Statement or Prospectus, or by such Holder's failure to furnish the C Me Run, upon request, with the information with respect to such Holder, such Holder's directors and officers, or any preliminary prospectus agent, underwriter or final prospectus related theretorepresentative of such Holder, or such Holder's intended method of distribution, that is the subject of the untrue statement or omission; and such selling Holders will Holder shall reimburse any legal or other expenses reasonably incurred by the Company C Me Run or any such director, officer, controlling person, underwriteragent or underwriter (but not in excess of expenses incurred in respect of one counsel for all of them unless there is an actual conflict of interest between any indemnified parties, broker/dealer or other selling Holder which indemnified parties may be represented by separate counsel) in connection with investigating or defending any such LossesLoss or action; provided, however, that the liability of each selling Holder hereunder shall be limited to the gross proceeds (net of underwriting discounts and commissions, if any) received by such selling Holder from the sale of Registrable Securities covered by the Registration Statement; and provided, further, however, that the indemnity agreement contained in this Section 9(b2.06(b) shall not apply to amounts paid in settlement of any such Losses Loss or action if such settlement is effected without the consent of those selling Holder(s) against which the request for indemnity is being made (Holder which consent shall not be unreasonably withheld).

Indemnification by Holders. To The Company may require as a condition to having the extent permitted by law, Common Stock included among the securities as to which such registration is being effected that each selling Holder will requesting or joining in a registration agree (severally and not jointly jointly) to indemnify and hold harmless the Company, its directors and officers and each controlling person of each of the foregoing and each other such Holder, each of its officers officers, directors and directorspartners and each controlling person of such Holder, each personagainst any losses, if anyclaims, who controls the Company within the meaning damages or liabilities (or actions in respect thereof), including any of the Securities Actforegoing incurred in the settlement of any litigation, any investment banking firm acting as underwriter for the Company commenced or the selling Holderthreatened, joint or any broker/dealer acting on behalf of the Company or any other selling Holderseveral, and all other selling Holders against any such Losses to which the Company or any such director, officer, controlling person, underwriter, or broker/dealer or other selling Holder of them may become subject to, under the Securities Act or otherwiseunder any other statute or at common law, insofar as such Losses losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement (or alleged untrue statement statement) of any material fact contained in the any offering circular or Registration Statement or under which such securities were registered under the Securities Act at the request of such Holder pursuant to this Agreement, any preliminary prospectus or final prospectusprospectus contained therein, relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary summary prospectus or final prospectusissued in connection with any securities being registered, or arise out of any amendment or are based upon the supplement thereto, or any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they are mademisleading, in each case to the extent and only to the extent that such untrue statement (or alleged untrue statement statement) or omission (or alleged omission omission) was made in the such Registration Statement, in any preliminary prospectus, summary prospectus, prospectus or final prospectus relating thereto amendment or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectussupplement thereto, solely in reliance upon and in conformity with written information furnished to the Company by such selling Holder expressly specifically for use in connection with the Registration Statement or any preliminary prospectus or final prospectus related thereto; therein, and to reimburse such selling Holders will reimburse persons for any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter, broker/dealer or other selling Holder in connection with investigating or defending any such Losses; providedloss, howeverclaim, damage, liability or action, provided that a Holder's total liability under any indemnity given pursuant to this subsection (b) shall not exceed the liability of each selling Holder hereunder shall be limited to the gross net proceeds (net of underwriting discounts and commissions, if any) received by such selling Holder from the sale of Registrable Securities covered by stock pursuant to the Registration Statement; and providedregistration, further, however, unless it is finally judicially determined that the indemnity agreement contained in this Section 9(b) shall not apply to amounts paid in settlement of such Holder provided any such Losses if such settlement written information upon which liability is effected without the consent of those selling Holder(s) against which the request for indemnity is being made (which consent shall not be unreasonably withheld)based knowing it was false.

Indemnification by Holders. To the extent permitted by law, each Each selling Holder will severally and not jointly will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling Holder, indemnify and hold harmless the CompanyPubCo, each of its officers directors and directorsofficers, and each other selling Holder and each other person, if any, who controls the Company another selling Holder within the meaning of the Securities Act, any investment banking firm acting as underwriter for the Company or the selling Holder, or any broker/dealer acting on behalf of the Company or any other selling Holder, and all other selling Holders against any such Losses to which the Company losses, claims, judgments, damages or any such directorliabilities, officer, controlling person, underwriter, whether joint or broker/dealer or other selling Holder may become subject to, under the Securities Act or otherwiseseveral, insofar as such Losses losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged allegedly untrue statement of any a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary Prospectus or final Prospectus contained in the Registration Statement Statement, or any preliminary prospectus amendment or final prospectus, relating thereto or in any amendments or supplements supplement to the Registration Statement or any such preliminary prospectus or final prospectusStatement, or arise out of or are based upon the any omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements statement therein not misleading in light of misleading, if the circumstances in which they are made, in each case to the extent and only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, in any preliminary prospectus or final prospectus relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, in reliance upon and in conformity with written information furnished in writing to PubCo by such selling Holder expressly for use therein, or is based on any selling Holder’s violation of the federal securities laws (including Regulation M) or failure to sell the Registrable Securities in connection accordance with the Registration Statement plan of distribution contained in the Prospectus, and shall reimburse PubCo, its directors and officers, and each other selling Holder or any preliminary prospectus or final prospectus related thereto; and such selling Holders will reimburse controlling person for any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter, broker/dealer or other selling Holder of them in connection with investigating investigation or defending any such Losses; providedloss, howeverclaim, that the damage, liability of each or action. Each selling Holder Holder’s indemnification obligations hereunder shall be several and not joint and shall be limited to the gross amount of any net proceeds (net of underwriting discounts and commissions, if any) actually received by such selling Holder from the sale of Registrable Securities covered by the Registration Statement; and provided, further, however, that the indemnity agreement contained in this Section 9(b) shall not apply to amounts paid in settlement of any such Losses if such settlement is effected without the consent of those selling Holder(s) against which the request for indemnity is being made (which consent shall not be unreasonably withheld)Holder.

Indemnification by Holders. To Each Holder of Registrable Securities participating in any registration hereunder shall severally and not jointly, indemnify and hold harmless, to the fullest extent permitted by law, each selling Holder will severally and not jointly indemnify and hold harmless the CompanyInterland, each of its officers and directors, officers, employees, affiliates and agents, and each person, if any, Person who controls the Company Interland (within the meaning of the Securities Act) (collectively, "Interland Indemnified Parties") against all losses, claims, damages, liabilities and expenses, joint or several (including reasonable fees of counsel and any investment banking firm acting as underwriter for the Company amounts paid in settlement effected with such Holder's consent, which consent shall not be unreasonably delayed or the selling Holder, or any broker/dealer acting on behalf of the Company or any other selling Holder, and all other selling Holders against any such Losses withheld) to which the Company or any such director, officer, controlling person, underwriter, or broker/dealer or other selling Holder Interland Indemnified Party may become subject to, under the Securities Act Act, the Exchange Act, any other federal law, any state or common law or otherwise, insofar as such Losses arise out of losses, claims, damages, liabilities or expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) are based upon caused by (i) any untrue statement or alleged untrue statement of any a material fact contained in the any Registration Statement in which such Holder's Registrable Securities were included or any preliminary prospectus or final prospectus, relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they are made, in each case to the extent and only to the extent that such misleading; (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary, final or summary prospectus any statement or alleged statement in or omission or alleged omission was made from such registration statement, any preliminary, final or summary prospectus (as amended or supplemented if Interland shall have filed with the Commission any 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 (i) and (ii) of this Section 3.2, to the extent, but only to the extent, that such untrue statement or omission is contained in any information furnished in writing by such Holder relating to such Holder specifically stating that it is for use in the preparation of the documents described in such clauses (i) and (ii) and Interland does not know, at the time such information is included in the Registration Statement, in prospectus, preliminary prospectus, amendment or supplement that such information is false or misleading; (iii) any preliminary prospectus violation by such Holder of the Securities Act, the Exchange Act, any other federal law, any state or final prospectus relating thereto or in any amendments or supplements to the Registration Statement common law, or any rule or regulation promulgated thereunder applicable to such preliminary prospectus Holder and relating to action of or final prospectus, in reliance upon and in conformity with written information furnished inaction by such selling Holder expressly for use in connection with the Registration Statement or any preliminary prospectus or final prospectus related thereto; and such selling Holders will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter, broker/dealer or other selling Holder in connection with investigating or defending any such Lossesregistration; and (iv) with respect to any preliminary prospectus delivered in a non-underwritten offering, 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 such sale, a copy of the prospectus (excluding the documents incorporated by reference) or of the prospectus as then amended or supplemented (excluding documents incorporated by reference) if Interland has previously furnished copies thereof to such Holder in compliance with this Agreement and the loss, claim, damage, liability or expense of such Interland Indemnified Party results from an untrue statement or omission of a material fact relating to information provided by such Holder contained in such preliminary prospectus which was corrected in the prospectus (or the prospectus as amended or supplemented); provided, however, that the liability of each selling such Holder hereunder under this Section 3.2 shall be limited to the gross net proceeds (net of underwriting discounts and commissions, if any) received by such selling Holder from in the sale of Registrable Securities covered by the Registration Statement; offering giving rise to such liability. Such indemnity obligation shall remain in full force and provided, further, however, that the indemnity agreement contained in this Section 9(b) shall not apply to amounts paid in settlement effect regardless of any investigation made by or on behalf of Interland Indemnified Parties (except as provided above) and shall survive the transfer of such Losses if securities by such settlement is effected without the consent of those selling Holder(s) against which the request for indemnity is being made (which consent shall not be unreasonably withheld)Holder.

Indemnification by Holders. To the extent permitted by law, each selling Holder will severally and not jointly agrees to indemnify and hold harmless the Company, each of its officers and the officers, directors, employees, agents, successors and assigns of the Company, any other stockholder selling shares of Common Stock in such registration, and each person, if any, who controls Person controlling the Company or such other stockholder within the meaning of Section 15 of the Securities Act, any investment banking firm acting as underwriter for Act the Company or the selling Holder(each a “Company Indemnified Person”), or any broker/dealer acting on behalf of the Company or any other selling Holder, from and all other selling Holders against any such Losses Liability (joint or several) to which the Company or any such director, officer, controlling person, underwriter, or broker/dealer or other selling Holder Company Indemnified Person may become subject to, under the Securities Act or otherwise, insofar as such Losses arise Liability (or actions or proceedings in respect thereof) arises out of or are is based upon any of the following statements, omissions or violations by the Holder (collectively a “Holder Violation”): (i) any untrue statement or alleged untrue statement of any a material fact contained in the any Registration Statement under which such Registrable Securities were registered under the Securities Act pursuant to this Agreement, including any final prospectus contained therein or any preliminary prospectus or final prospectus, relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectusthereto, or arise out of or are based upon (ii) the omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading in light of the circumstances in which they are mademisleading, in each case to the extent and only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, in any preliminary prospectus or final prospectus relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, occurs in reliance upon and in conformity with written information furnished by such selling Holder, any of such Holder’s officers, directors, partners, legal counsel or accountants or any Person controlling such Holder expressly for use in connection with the a Registration Statement Statement, including any final prospectus contained therein or any preliminary prospectus amendments or final prospectus related supplements thereto; and such selling Holders will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter, broker/dealer or other selling Holder in connection with investigating or defending any such Losses; provided, however, that the liability of each selling Holder hereunder shall be limited to the gross proceeds (net of underwriting discounts and commissions, if any) received by such selling Holder from the sale of Registrable Securities covered by the Registration Statement; and provided, further, provided however, that the indemnity agreement contained in this Section 9(b4(b) shall not apply to amounts paid in settlement of any such Losses if such settlement is effected without the consent of those selling Holder(s) against which the request for indemnity is being made Holder (which such consent shall not be unreasonably withheld). The amount recoverable by the Company from any Holder under this indemnification provision together with any amounts recovered from such Holder under Section 4(d) shall not exceed the amount of net proceeds received by such Holder from the sale of Registrable Securities in connection with any such registration, except in the case of willful fraud, or intentional misstatement or omission by such Holder. Each Holder’s indemnification obligations shall survive any transfer by such Holder of its Registrable Securities.

Indemnification by Holders. To Each Holder who holds any Total Shares included in the extent permitted by lawRegistration Statement hereby agrees, each selling Holder will severally and not jointly jointly, to indemnify and hold harmless the Company, its directors and officers and its legal counsel and accountants, each underwriter (as defined in the Securities Act), each controlling person of each of the foregoing and each other such Holder, each of its officers and officers, directors, and partners and each personcontrolling person of such Holder, if anyagainst any losses, who controls the Company within the meaning claims, damages, or liabilities (or actions in respect thereof), including any of the Securities Actforegoing incurred in the settlement of any litigation, any investment banking firm acting as underwriter for the Company commenced or the selling Holderthreatened, joint or any broker/dealer acting on behalf of the Company or any other selling Holderseveral, and all other selling Holders against any such Losses to which the Company or any such director, officer, controlling person, underwriter, or broker/dealer or other selling Holder of them may become subject to, under the Securities Act or otherwiseunder any other statute or at common law, insofar as such Losses losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement (or alleged untrue statement statement) of any material fact contained in the any Registration Statement or under which such securities were registered under the Securities Act at the request of such Holder pursuant to this Agreement, any preliminary prospectus or final prospectusprospectus contained therein, relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary summary prospectus or final prospectusissued in connection with any securities being registered, or arise out of any amendment or are based upon the supplement thereto, or any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they are mademisleading, in each case to the extent and only to the extent that such untrue statement (or alleged untrue statement statement) or omission (or alleged omission omission) was made in the such Registration Statement, in any preliminary prospectus or final prospectus relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, summary prospectus, prospectus, or amendment or supplement thereto, solely in reliance upon and in conformity with written information furnished to the Company by such selling Holder expressly specifically for use in connection with the Registration Statement or any preliminary prospectus or final prospectus related thereto; therein, and to reimburse such selling Holders will reimburse persons for any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter, broker/dealer or other selling Holder in connection with investigating or defending any such Losses; providedloss, howeverclaim, damage, liability, or action, provided that a Holder's total liability under any indemnity given pursuant to this Paragraph (b) shall not exceed the liability of each selling Holder hereunder shall be limited to the gross net proceeds (net of underwriting discounts and commissions, if any) received by such selling Holder from the sale of Registrable Securities covered by stock pursuant to the Registration Statement; and provided, further, however, that the indemnity agreement contained in this Section 9(b) shall not apply to amounts paid in settlement of any such Losses if such settlement is effected without the consent of those selling Holder(s) against which the request for indemnity is being made (which consent shall not be unreasonably withheld)registration.

Indemnification by Holders. To the extent permitted by lawEach Holder shall, each selling Holder will severally and not jointly jointly, indemnify and hold harmless the Company, each of its officers and directors, officers, agents and employees, each person, if any, Person who controls the Company (within the meaning of the Securities Act, any investment banking firm acting as underwriter for the Company or the selling Holder, or any broker/dealer acting on behalf Section 15 of the Company or any other selling Holder, and all other selling Holders against any such Losses to which the Company or any such director, officer, controlling person, underwriter, or broker/dealer or other selling Holder may become subject to, under the Securities Act or otherwiseand Section 20 of the Exchange Act), insofar and the directors, officers, agents and employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as such Losses arise incurred, arising out of or are based upon relating to any untrue or alleged untrue statement of any a material fact contained in the Registration Statement Statement, any Prospectus, or any preliminary prospectus or final form of prospectus, relating or in any amendment or supplement thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, or arise arising out of or are based upon the relating to any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any Prospectus or form of prospectus or amendment or supplement thereto, in light of the circumstances in under which they are were made, in each case to the extent and only ) not misleading to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made is contained in any information so furnished in writing by such Holder to the Company specifically for inclusion in the Registration Statement, such Prospectus, or any form of prospectus or in any preliminary prospectus amendment or final prospectus relating supplement thereto or in any amendments preliminary prospectus, or supplements to the Registration Statement extent that such information relates to such Holder or any such preliminary prospectus or final prospectus, Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in reliance upon and in conformity with written information furnished writing by such selling Holder expressly for use in connection with the Registration Statement or any preliminary prospectus or final prospectus related thereto; and such selling Holders will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter, broker/dealer or other selling Holder in connection with investigating or defending any such Losses; provided, however, that the liability of each selling Holder hereunder shall be limited to the gross proceeds (net of underwriting discounts and commissions, if any) received by such selling Holder from the sale of Registrable Securities covered by the Registration Statement, such Prospectus or such form of prospectus (provided that the Company amended any disclosure with respect to the method of distribution upon written notice from the Holders that such section of the Prospectus should be revised in any way); and provided, further, however, that the indemnity agreement contained in this Section 9(b5(b) shall not apply to amounts paid in settlement of any such Losses if such settlement is effected without the prior written consent of those selling Holder(s) against which the request for indemnity is being made (such Holder, which consent shall not be unreasonably withheld). No Holder shall be liable to the Company for any Losses with respect to any untrue or alleged untrue statement of material fact or omission or alleged omission of material fact in connection with delivery by such Holder of the Prospectus as required by the Securities Act, provided that if such statement or omission was made in a preliminary Prospectus and the untrue or alleged untrue statement of material fact or omission or alleged omission of material fact contained in such preliminary Prospectus was corrected in the final Prospectus (or any amendment or supplement thereto) and such Holder received a copy of the final Prospectus (or any amendment or supplement thereto) at or prior to the confirmation of the sale of the Registrable Securities in compliance with Section 3(f) of this Agreement, then the such Holder shall be liable for such Losses. In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Holders. To Each Holder participating in any registration statement hereunder will and hereby does indemnify and hold harmless, to the fullest extent permitted by law, each selling Holder will severally and not jointly indemnify and hold harmless the CompanyGeneral Partner, each of its officers and directors, officers, employees and agents and each person, if any, Person who controls the Company General Partner (within the meaning of the Securities Act) (collectively, the "General Partner Indemnitees") against all losses, claims, damages, liabilities and expenses, joint or several (including reasonable fees of counsel and any investment banking firm acting as underwriter for the Company or the selling amounts paid in settlement effected with such Holder's consent, or any broker/dealer acting on behalf of the Company or any other selling Holder, and all other selling Holders against any such Losses which consent shall not be unreasonably withheld) to which the Company or any such director, officer, controlling person, underwriter, or broker/dealer or other selling Holder General Partner Indemnitee may become subject to, under the Securities Act Act, at common law or otherwise, otherwise insofar as such Losses arise out of losses, claims, damages, liabilities or expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) are based upon caused by (i) any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement any registration statement in which such Holder's Qualified Registrable Securities were included or any preliminary prospectus or final prospectus, relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they are mademisleading, in each case to the extent and only to the extent that such (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary, final or summary prospectus, together with the documents incorporated by reference therein (as amended or supplemented if the General Partner shall have filed with the Commission any amendment thereof or supplement thereto), or the omission or alleged omission was made to state therein a material fact required to be stated therein or necessary in order to make the statements therein in the Registration Statementlight of the circumstances under which they were made not misleading to the extent, but only to the extent, in any preliminary prospectus the cases described in clauses (i) and (ii), that such untrue statement or final prospectus relating thereto or omission is contained in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, in reliance upon and in conformity with written information furnished in writing by such selling Holder expressly for use in connection with the Registration Statement or any preliminary prospectus or final prospectus related thereto; and such selling Holders will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter, broker/dealer or other selling Holder in connection with investigating or defending any such Losses; provided, however, that the liability of each selling Holder hereunder shall be limited to the gross proceeds (net of underwriting discounts and commissions, if any) received by such selling Holder from the sale of Registrable Securities covered by the Registration Statement; and provided, further, however, that the indemnity agreement contained in this Section 9(b) shall not apply to amounts paid in settlement of any such Losses if such settlement is effected without the consent of those selling Holder(s) against which the request for indemnity is being made (which consent shall not be unreasonably withheld).relating

Indemnification by Holders. To the extent permitted by law, each selling Holder will severally and not jointly The Holders shall indemnify and hold harmless the Company, each of its officers and directors, officers, agents, representatives and employees, each person, if any, Person who controls the Company (within the meaning of the Securities Act, any investment banking firm acting as underwriter for the Company or the selling Holder, or any broker/dealer acting on behalf Section 15 of the Company or any other selling Holder, and all other selling Holders against any such Losses to which the Company or any such director, officer, controlling person, underwriter, or broker/dealer or other selling Holder may become subject to, under the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents, representatives or otherwiseemployees of such controlling Persons, insofar to the fullest extent permitted by applicable law, from and against all Losses, as such Losses arise incurred, to the extent (i) arising out of or are based upon any untrue or alleged untrue statement of any a material fact contained in the Registration Statement Statement, Prospectus, or in any preliminary prospectus amendment or final prospectus, relating supplement thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, or arise (ii) arising out of or are based upon the relating to any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any Prospectus or supplement thereto, in light of the circumstances in under which they are were made) not misleading, in each case to the extent and extent, but only to the extent extent, that such untrue statement or alleged (1) untrue statement or omission or alleged omission was made in the Registration Statement, is contained in any preliminary prospectus information furnished in writing by any Holder to the Company for inclusion in such Registration Statement or final prospectus relating thereto such Prospectus, or in any amendments amendment or supplements supplement thereto, or (2) such information relates to any Holder’s information provided in the Registration Statement or any such preliminary prospectus or final prospectus, in reliance upon and in conformity with written information furnished by such selling Holder expressly for use in connection with the Registration Statement or any preliminary prospectus or final prospectus related thereto; and such selling Holders will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter, broker/dealer or other selling Holder in connection with investigating or defending any such Losses; provided, however, that the liability of each selling Holder hereunder shall be limited to the gross proceeds (net of underwriting discounts and commissions, if any) received by such selling Holder from the sale of Registrable Securities covered by the Registration Statement; and provided, further, however, that the indemnity agreement Selling Stockholder Questionnaire. The indemnification contained in this Section 9(b6(b) shall not apply to amounts paid in settlement of any such Losses loss, claim, damage, liability, action or expense if such settlement is effected without the consent of those selling Holder(s) against which the request for indemnity is being made such Holder (which consent shall not be unreasonably withheld, conditioned or delayed). Each selling Holder’s indemnification obligations hereunder shall be several and not joint and shall be limited to the dollar amount of the net proceeds actually received by such selling Holder upon the sale of the Registrable Securities included in the Registration Statement 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 such indemnified person and shall survive the transfer of any Registrable Securities by any of the Holders in accordance with Section 7(e) or the termination of this Agreement.

Indemnification by Holders. To the extent permitted by law, each selling Each Holder will severally and not jointly agrees to indemnify and hold harmless the Company, each of its officers and directors, officers, partners, employees, representatives and agents (including each personofficer of the Company who signed the Registration Statement), and each Person, if any, who controls the Company Company, within the meaning of the Securities Act, any investment banking firm acting as underwriter for the Company or the selling Holder, or any broker/dealer acting on behalf Section 15 of the Company or any other selling Holder, and all other selling Holders against any such Losses to which the Company or any such director, officer, controlling person, underwriter, or broker/dealer or other selling Holder may become subject to, under the Securities Act or otherwiseSection 20 of the Exchange Act, insofar against (i) any and all loss, liability, claim, damage and expenses whatsoever, as such Losses arise incurred, arising out of (A) any violation by the Holders of the Securities Act or are based upon applicable state securities laws in connection with the offering and (B) any untrue statement or alleged untrue statement of any a material fact contained in the any Registration Statement (or any preliminary prospectus or final prospectusamendment thereto) pursuant to which Registrable Shares were registered under the Securities Act, relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectusincluding all documents incorporated therein by reference, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light misleading, or arising out of the circumstances in which they are made, in each case to the extent and only to the extent that such any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or the omission or alleged omission was made to state a material fact required to be stated therein or necessary in order to make the statements therein, in the Registration Statementlight of the circumstances under which they were made, not misleading; (ii) from and against any and all loss, liability, claim and, damage whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or investigation or Proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, if such settlement is effected with the written consent of such Holder, which consent shall not be unreasonably withheld; and (iii) from and against any and all expense reasonably incurred (including reasonable fees and disbursements of one firm of attorneys), in investigating, preparing or defending against any preliminary prospectus litigation, or final prospectus relating thereto investigation or Proceeding by any governmental agency or body, commenced or threatened, in each case whether or not a party, or any amendments claim whatsoever based upon any such untrue statement or supplements to the Registration Statement omission, or any such preliminary prospectus alleged untrue statement or final prospectusomission, to the extent that any such expense is not paid under subparagraph (i) or (ii) above; but only with respect to such untrue statements or omissions, or alleged untrue statements or omissions, made in a Registration Statement (or any amendment thereto) or any Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company in writing by such selling Holder expressly for use in connection with the such Registration Statement (or any preliminary prospectus amendment thereto) or final prospectus related thereto; and such selling Holders will reimburse any legal or other expenses reasonably incurred by the Company Prospectus (or any such directoramendment or supplement thereto), officer, controlling person, underwriter, broker/dealer or other selling Holder in connection with investigating or defending any such Losses; provided, howeverand PROVIDED FURTHER, that the liability of each selling no Holder hereunder shall be limited to liable under this Section 6(b) for any amount in excess of the gross net proceeds (net of underwriting discounts and commissions, if any) received by such selling Holder from the sale of such Holder's Registrable Securities covered by Shares pursuant to a Registration Statement or a Prospectus, as the Registration Statement; and provided, further, however, that the indemnity agreement contained in this Section 9(b) shall not apply to amounts paid in settlement of any such Losses if such settlement is effected without the consent of those selling Holder(s) against which the request for indemnity is being made (which consent shall not be unreasonably withheld)case may be.

Indemnification by Holders. To the extent permitted Each Holder whose Warrant Shares are sold under any registration statement pursuant to this Section (by law, each selling Holder will severally and not jointly inclusion of such Warrant Shares thereunder) shall indemnify and hold harmless Company (the Companyofficers, directors and controlling Persons thereof), each other Holder of its Warrants and each other Holder of Warrant Shares (and the directors, officers and directorscontrolling Persons of each such Holder), each person, other Person (if any, ) who controls the Company within the meaning of the Securities Act, any investment banking firm acting as underwriter for the Company or the selling Holder, or any broker/dealer acting acts on behalf of or at the request of Company or any such other selling Holder, each underwriter, and all each other selling Holders Person who participates in the offering of Warrant Shares (collectively, for purposes of this Clause, the "Indemnified Parties") against any such Losses losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, controlling person, underwriter, or broker/dealer or other selling Holder Indemnified Party may become subject to, under the Securities Act or otherwiseany other statute or at common law, insofar as such Losses losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon either of the following: (i) any untrue statement or alleged untrue statement of any material fact contained (on the effective date thereof) in the Registration Statement any registration statement (or any preliminary prospectus or final prospectus, relating thereto or in any amendments or supplements to amendment thereto) under which such Warrant Shares were registered under the Registration Statement or any Securities Act at the request of such preliminary prospectus or final prospectusHolder, or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in light of the circumstances in under which they are were made, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in each case any preliminary prospectus or prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary to make the extent and statements therein, in the light of the circumstances under which they were made, not misleading; but only to the extent (with respect to either of the foregoing Clauses) that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statementsuch registration statement, in any preliminary prospectus or final prospectus relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to Company through an instrument duly executed by such selling Holder specifically stating that it is expressly for use in connection with the Registration Statement or any preliminary prospectus or final prospectus related thereto; and therein. Each such selling Holders will Holder shall also reimburse each such Indemnified Party for any legal or any other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter, broker/dealer or other selling Holder in connection with investigating or defending any such Losses; providedloss, howeverclaim, that damage, liability or action. Notwithstanding the liability of each selling foregoing, no such Holder hereunder shall be limited liable to any Indemnified Party in any such instance to the gross proceeds extent (net a) such loss, claim, damage or liability relates to any untrue statement or omission, or any alleged untrue statement or omission, made in a preliminary prospectus but eliminated or remedied in a final prospectus, and (b) a copy of underwriting discounts and commissions, if any) received the final prospectus was not delivered to the Person asserting the claim at or prior to the time required by the Securities Act in an instance for which delivery thereof would have constituted a defense to the claim asserted by such selling Holder from the sale of Registrable Securities covered by the Registration Statement; and provided, further, however, that the indemnity agreement contained in this Section 9(b) shall not apply to amounts paid in settlement of any such Losses if such settlement is effected without the consent of those selling Holder(s) against which the request for indemnity is being made (which consent shall not be unreasonably withheld)Person.

Indemnification by Holders. To the extent permitted by lawEach holder of Registrable Securities being registered pursuant to Section 10 or Section 11 agrees, each selling Holder will severally and but not jointly jointly, to indemnify and hold harmless the Company, each of its officers and directors, directors and each personPerson, if any, who controls the Company within the meaning of the Securities Act, any investment banking firm acting as underwriter for the Company or the selling Holder, or any broker/dealer acting on behalf either Section 15 of the Company or any other selling Holder, and all other selling Holders against any such Losses to which the Company or any such director, officer, controlling person, underwriter, or broker/dealer or other selling Holder may become subject to, under the Securities Act or otherwiseSection 20 of the Exchange Act and its officers, insofar directors, partners, employees, representatives and agents of each such Person to the same extent as the foregoing indemnity from the Company to such Losses arise out holder, but only with reference to information related to such holder furnished in writing by or on behalf of such holder expressly for use in any registration statement or are based upon prospectus relating to the Registrable Securities, or any untrue amendment or alleged untrue supplement thereto or any preliminary prospectus. Each such holder of Registrable Securities also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities, their officers and directors and each Person who controls such Underwriters on substantially the same basis as that of the indemnification of the Company provided in this Section 13(d). The Company and the holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders to the contrary, for all purposes of this Agreement the only information furnished or to be furnished to the Company by such holders for use in any registration statement of or prospectus relating to the Registrable Securities, or any material fact contained in the Registration Statement amendment or supplement thereto or any preliminary prospectus are statements specifically relating to (a) transactions between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of shares of Common Stock by such holder and its Affiliates and (c) the name and address of such holder. If any additional information about such holder or final prospectus, relating thereto or the plan of distribution (other than for an underwritten offering) is required by law to be disclosed in any amendments such document, then such holder shall not unreasonably withhold its agreement referred in the immediately preceding sentence of this Section 13(d). Notwithstanding the foregoing, no holder of Registrable Securities being registered pursuant to Section 10 or supplements Section 11 will be required to indemnify the Company for any amount in excess of the total price at which the Registrable Securities of such holder were sold to the Registration Statement or any such preliminary prospectus or final prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they are made, in each case to the extent and only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, in any preliminary prospectus or final prospectus relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, in reliance upon and in conformity with written information furnished by such selling Holder expressly for use in connection with the Registration Statement or any preliminary prospectus or final prospectus related thereto; and such selling Holders will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter, broker/dealer or other selling Holder in connection with investigating or defending any such Losses; provided, however, that the liability of each selling Holder hereunder shall be limited to the gross proceeds public (net of less underwriting discounts and commissions, if any) received by such selling Holder from the sale of Registrable Securities covered by the Registration Statement; and provided, further, however, that the indemnity agreement contained in this Section 9(b) shall not apply to amounts paid in settlement of any such Losses if such settlement is effected without the consent of those selling Holder(s) against which the request for indemnity is being made (which consent shall not be unreasonably withheld).

Indemnification by Holders. To In connection with any -------------------------- Registration Statement in which Holders of Registrable Securities are participating, each such Holder will furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or prospectus and, to the extent permitted by law, each selling Holder will severally and not jointly indemnify and hold harmless the Company, each of its officers and directors, each person, if any, Person who controls the Company (within the meaning of the Securities Act, any investment banking firm acting as underwriter for the Company or the selling Holder, or any broker/dealer acting on behalf Section 15 of the Company or any other selling Holder, and all other selling Holders against any such Losses to which the Company or any such director, officer, controlling person, underwriter, or broker/dealer or other selling Holder may become subject to, under the Securities Act or otherwiseSection 20 of the Exchange Act) and their respective officers, insofar as such directors, partners, employees, agents and representatives against any Losses arise caused by, arising out of or are based upon any untrue or alleged untrue statement of any a material fact contained in the any Registration Statement or any preliminary prospectus or final prospectusStatement, relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, or arise form of prospectus, or arising out of or are based upon the any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in light of the circumstances in under which they are made, in each case not misleading, to the extent and extent, but only to the extent extent, that such untrue statement or alleged untrue statement is contained in, or such omission or alleged omission was made is required to be contained in, any information so furnished in the Registration Statement, in any preliminary prospectus or final prospectus relating thereto or in any amendments or supplements writing by such Holder to the Registration Statement or any such preliminary prospectus or final prospectus, in reliance upon and in conformity with written information furnished by such selling Holder Company expressly for use in connection with the such Registration Statement or any preliminary prospectus and that such statement or final prospectus related thereto; and such selling Holders will reimburse any legal or other expenses reasonably incurred omission was relied upon by the Company in preparation of such Registration Statement, prospectus or any such director, officer, controlling person, underwriter, broker/dealer or other selling Holder in connection with investigating or defending any such Lossesform of prospectus; provided, however, that such Holder of Registrable Securities shall not be liable in any such case to the extent that the Holder has furnished in writing to the Company prior to the filing of any such Registration Statement or prospectus or amendment or supplement thereto information expressly for use in such Registration Statement or prospectus or any amendment or supplement thereto which corrected or made not misleading, information previously furnished to the Company, and the Company failed to include such information therein. In no event shall the liability of each any selling Holder of Registrable Securities hereunder shall be limited to greater in amount than the gross dollar amount of the proceeds (net of underwriting discounts and commissions, if anypayment of all expenses) received by such selling Holder from upon the sale of the Registrable Securities covered by the Registration Statement; giving rise to such indemnification obligation. Such indemnity shall remain in full force and provided, further, however, that the indemnity agreement contained in this Section 9(b) shall not apply to amounts paid in settlement effect regardless of any investigation made by or on behalf of such Losses if such settlement is effected without the consent of those selling Holder(s) against which the request for indemnity is being made (which consent shall not be unreasonably withheld)indemnified party.

Indemnification by Holders. To the extent permitted by law, -------------------------- each selling Holder participating holder of Registrable Securities will severally and not jointly indemnify and hold harmless the Company, each of its directors, each of its officers and directorswho has signed the registration statement, each person, if any, who controls the Company within the meaning of Section l5 of the Securities Act, and each agent and any investment banking firm acting as underwriter for the Company or (within the selling Holder, or any broker/dealer acting on behalf meaning of the Company Act) against all claims, losses, damages and liabilities (or any other selling Holder, and all other selling Holders against any such Losses to which the Company or any such director, officer, controlling person, underwriter, or broker/dealer or other selling Holder may become subject to, under the Securities Act or otherwise, insofar as such Losses arise actions in respect thereof) arising out of or are based upon on any untrue statement (or alleged untrue statement of any statement) or a material fact contained in any registration statement relating to the Registration Statement or any preliminary prospectus or final prospectus, relating thereto Registrable Securities (or in any amendments related registration statement, notification or supplements to the Registration Statement like) or any such preliminary prospectus or final prospectus, or arise out of or are based upon the omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they are mademisleading, in each case to the extent and only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, in any preliminary prospectus or final prospectus relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, in reliance upon and in conformity with written information furnished by such selling Holder expressly for use in connection with the Registration Statement or any preliminary prospectus or final prospectus related thereto; and such selling Holders will reimburse the Company and each such director, officer or controlling person for any legal or any other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter, broker/dealer or other selling Holder in connection with investigating or defending any such Lossesclaim, loss, damage, liability or action and will enter into an indemnification agreement with the Company and each such person containing customary provisions, including provisions for contribution, as the Company or each such person shall reasonably request; provided, however, that the liability of each selling Holder hereunder shall be limited to the gross proceeds (net of underwriting discounts and commissions, if any) received by such selling Holder from the sale no holder of Registrable Securities covered will be liable in any such case except to the extent that any such claim, loss, damage or liability arises out of or is based on any untrue statement or omission based upon written information furnished to the Company by the Registration Statementsuch holder and stated to be specifically for use therein; and provided, further, that no holder of Registrable Securities will be liable under this section for any losses, costs, damages or expenses exceeding in aggregate the proceeds to such 'holder in such offering; and, provided further, however, that the indemnity agreement contained in this Section 9(b) 5.8 shall not apply to amounts paid in settlement of any such Losses loss, claim, damage, liability, or action (if such settlement is effected without the consent of those selling Holder(s) against which the request for indemnity is being made (such holder, which consent shall will not be unreasonably withheld).

Indemnification by Holders. To If any Registrable Securities are included in a registration statement under this Agreement, to the extent permitted by lawLaw, each selling Holder will Holder, severally and not jointly jointly, will indemnify and hold harmless the Company, and each of its directors, each of its officers and directorswho has signed the registration statement, each person, Person (if any), who controls the Company within the meaning of the Securities Act, any investment banking firm acting as underwriter legal counsel and accountants for the Company Company, any underwriter (as defined in the Securities Act), any other Holder selling securities in such registration statement, and any controlling Person of any such underwriter or the selling other Holder, or any broker/dealer acting on behalf of the Company or any other selling Holder, and all other selling Holders against any Damages, in each case only to the extent that such Losses to which the Company or any such director, officer, controlling person, underwriter, or broker/dealer or other selling Holder may become subject to, under the Securities Act or otherwise, insofar as such Losses arise out of or are based upon Damages result from any untrue statement or alleged untrue statement of any a material fact contained in any registration statement of the Registration Statement or Company, including any preliminary prospectus or final prospectus, relating thereto prospectus contained therein or in any amendments or supplements to the Registration Statement thereto or any such preliminary prospectus or final prospectus, or arise out of or are based upon the an omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading in light of the circumstances in which they are mademisleading, in each case to the extent and but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made is contained in the Registration Statement, in any preliminary prospectus or final prospectus relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, in reliance upon and in conformity with written information furnished by or on behalf of such selling Holder expressly for use in connection with the Registration Statement or any preliminary prospectus or final prospectus related theretosuch registration; and each such selling Holders Holder will reimburse pay to the Company and each other aforementioned Person any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter, broker/dealer or other selling Holder thereby in connection with investigating or defending any claim or proceeding from which such LossesDamages may result, as such expenses are incurred; provided, however, that the liability of each selling Holder hereunder shall be limited to the gross proceeds (net of underwriting discounts and commissions, if any) received by such selling Holder from the sale of Registrable Securities covered by the Registration Statement; and provided, further, however, that the indemnity agreement contained in this Section 9(b) 4.2 shall not apply to amounts paid in settlement of any such Losses claim or proceeding if such settlement is effected without the consent of those selling Holder(s) against which the request for indemnity is being made (Holder, which consent shall not be unreasonably withheld; and provided further that in no event shall the aggregate amounts payable by any Holder by way of indemnity or contribution under Sections 4.2 and 4.4 exceed the proceeds from the offering received by such Holder (net of any Selling Expenses paid by such Holder), except in the case of fraud or willful misconduct by such Holder.

Indemnification by Holders. To the extent permitted by lawEach Holder, each selling Holder will severally and not jointly jointly, will indemnify and hold harmless the Company, each of its officers and directors, each person, if any, who controls the Company within the meaning of the Securities Act, any investment banking firm acting as underwriter for the Company or the selling Holder, or any broker/dealer acting on behalf of the Company or any other selling Holder, and all other selling Holders against any such Losses losses, claims, damages or liabilities to which the Company or any such director, officer, controlling person, underwriter, or broker/dealer or other selling Holder may become subject to, under the Securities Act or otherwisesubject, insofar as such Losses losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in the any Registration Statement (or in any amendment thereof) or any preliminary prospectus or final prospectus, relating thereto the Prospectus (as amended or in supplemented if the Company shall have furnished any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, thereto) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they are mademisleading, in each case to the extent and extent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, in any preliminary prospectus or final prospectus relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, therein in reliance upon and in conformity with written information furnished to the Company by such selling Holder expressly or on behalf of any Holder, specifically for use in connection with the Registration Statement or any preliminary prospectus or final prospectus related theretopreparation thereof; and such selling Holders will reimburse the Company for any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter, broker/dealer or other selling Holder in connection with investigating or defending against any such Losses; providedloss, howeverclaim, that damage, liability or action. In no event shall the liability of each selling any Holder hereunder shall be limited greater in dollar amount than the dollar amount of the proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the gross proceeds (net of underwriting discounts and commissionsRegistration Statement giving rise to such indemnification obligation. In connection with any underwritten offering pursuant to Section 8, each Holder will also indemnify the underwriters, if any, their officers and directors and each person who controls such underwriters (within the meaning of the Securities Act and the Exchange Act) received by such selling Holder from to the sale same extent as provided herein with respect to the indemnification of Registrable Securities covered by the Company, if requested in connection with the Registration Statement; and provided, further, however, that the indemnity agreement contained in this Section 9(b) shall not apply to amounts paid in settlement of any such Losses if such settlement is effected without the consent of those selling Holder(s) against which the request for indemnity is being made (which consent shall not be unreasonably withheld).

Indemnification by Holders. To In the extent permitted by lawevent of any registration under the Securities Act of any offering of Registrable Securities, each selling Holder will of such Registrable Securities hereby severally and not jointly agrees to indemnify and hold harmless the Company, each of its officers other Holder and directors, each other person, if any, who controls the Company within the meaning of the Securities Act, any investment banking firm acting as underwriter for the Company or the selling Holder, or any broker/dealer acting on behalf of the Company or any Act and each other selling Holderperson (including each underwriter, and all each other selling Holders person, if any, who controls such underwriter) who participates in the offering of such Registrable Securities against any such Losses Losses, joint or several, to which the Company Company, such Holder or any such director, officer, controlling person, underwriter, person or broker/dealer or other selling Holder participating person may become subject to, under the Securities Act or otherwise, insofar as such Losses (or proceedings in respect thereof) arise out of or are based upon any untrue or alleged untrue statement of any material fact contained, on the effective date thereof, in any registration statement under which an offering of such Registrable Securities was registered under the Securities Act, in any final prospectus contained in the Registration Statement or any preliminary prospectus or final prospectustherein, relating thereto or in any amendments amendment or supplements to the Registration Statement or any such preliminary prospectus or final prospectussupplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and will reimburse the Company, such Holder and each such controlling person or participating person for any legal or other expenses reasonably incurred by the Company, such Holder or such controlling person or participating person in light of the circumstances connection with investigating or defending any such Loss or proceeding; provided, that such Holder will be liable in which they are made, in each any such case to the extent extent, and only to the extent extent, that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statementsuch registration statement, in any such preliminary prospectus or final prospectus relating thereto or in any amendments such amendment or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, supplement in reliance upon and in conformity with written information furnished in an instrument duly executed by such selling Holder expressly specifically for use in connection with the Registration Statement or any preliminary prospectus or final prospectus related thereto; and such selling Holders will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter, broker/dealer or other selling Holder in connection with investigating or defending any such Losses; provided, however, that the liability of each selling Holder hereunder shall be limited to the gross proceeds (net of underwriting discounts and commissions, if any) received by such selling Holder from the sale of Registrable Securities covered by the Registration Statement; preparation thereof and provided, further, however, that the indemnity agreement contained in this Section 9(b) such Holder's liability shall not apply exceed the net proceeds received by such Holder in connection with the sale of such securities in the registered offering. The Company shall be entitled to amounts paid receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in settlement of the distribution to the same extent as provided above with respect to information so furnished in writing by such persons specifically for inclusion in any such Losses if such settlement is effected without the consent of those selling Holder(s) against which the request for indemnity is being made (which consent shall not be unreasonably withheld)registration statement or prospectus.

Indemnification by Holders. To the extent permitted by law, each selling Each Holder will severally and not jointly indemnify and hold harmless the CompanyParent, each of its officers directors and directorsofficers, each personunderwriter, if anyeach of Parent's legal counsel and independent accountants, each person who controls the Company Parent or any of such persons within the meaning of Section 15 of the Securities Act, any investment banking firm acting as underwriter for the Company or the selling and each other Holder and each affiliate of such other Holder, against all claims, losses, damages and liabilities (or any broker/dealer acting on behalf of the Company or any other selling Holder, and all other selling Holders against any such Losses to which the Company or any such director, officer, controlling person, underwriter, or broker/dealer or other selling Holder may become subject to, under the Securities Act or otherwise, insofar as such Losses arise actions in respect thereof) arising out of or are based upon on any untrue statement (or alleged untrue statement statement) of any a material fact contained in the Registration Statement or any preliminary prospectus or final prospectus, relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or registration statement, final prospectus, or arise out of any amendment or are supplement thereto, incident to any offering registered pursuant to this Declaration or based upon the on any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and will reimburse Parent, such other Holders, such directors, officers, underwriters, legal counsel, independent accountants or control persons for any legal or any other expenses reasonably incurred in light of the circumstances in which they are madeconnection with investigating, preparing or defending any such claim, loss, damage, liability or action, in each case to the extent and extent, but only to the extent extent, that such untrue statement (or alleged untrue statement statement) or omission (or alleged omission was omission) is made in the Registration Statementsuch registration statement, in any preliminary prospectus or final prospectus relating thereto or in any amendments or supplements to the Registration Statement prospectus, or any such preliminary prospectus amendment or final prospectussupplement thereto, in reliance upon and in conformity with written information furnished to Parent by such selling Holder expressly and stated to be specifically for use in connection with the Registration Statement or any preliminary prospectus or final prospectus related thereto; and such selling Holders will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter, broker/dealer or other selling Holder in connection with investigating or defending any such Lossestherein; provided, however, that the liability obligations of each selling Holder hereunder shall be several and not joint and shall be limited to an amount equal to the respective gross proceeds (net of underwriting discounts before expenses and commissions, if any) received by such selling Holder from the sale of Registrable Securities covered by the Registration Statement; and provided, further, however, that the indemnity agreement contained in this Section 9(b) shall not apply to amounts paid in settlement of any such Losses if such settlement is effected without the consent of those selling Holder(s) against which the request for indemnity is being made (which consent shall not be unreasonably withheld)Holder as contemplated herein.

Indemnification by Holders. To the fullest extent permitted by law, each selling Participating Holder will severally and not jointly indemnify and hold harmless the CompanyCompany (such Participating Holder so indemnifying, to be known as an “Indemnifying Holder”), each of its directors, each of its officers and directorswho has signed the subject registration statement, each personPerson, if any, who controls the Company within the meaning of the Securities Act, any investment banking firm acting as underwriter for the Company or the other Participating Holder selling securities pursuant to such registration statement, any controlling Person of any such Participating Holder, any underwriter and any controlling Person of any such underwriter (including any broker or any broker/dealer acting on behalf through whom such of the Company or any other selling Holdershares may be sold) (each, an “Indemnitee”) from and against, and will reimburse any Indemnitee with respect to, any and all other selling Holders against any such Losses to which the Company or any such director, officer, controlling person, underwriter, or broker/dealer or other selling Holder Indemnitee may become subject to, under the Securities Act Act, state securities laws or otherwise, and the Indemnifying Holder will pay to each Indemnitee any legal or other costs or expenses reasonably incurred by such person in connection with investigating or defending any such Loss, insofar as such Losses arise out of or are based upon caused by any untrue or alleged untrue statement of any material fact contained in the Registration Statement such registration statement, any prospectus contained therein or any preliminary prospectus amendment or final supplement thereto (including any “issuer free writing prospectus, relating thereto ” as defined in Rule 433 of the Securities Act or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectusoffering circular), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in light of the circumstances in which they are were made, not misleading, in each case to the extent and extent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was so made in the Registration Statement, in any preliminary prospectus or final prospectus relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, in reliance upon and in conformity with written information furnished by such selling Indemnifying Holder expressly specifically for use in connection with the Registration Statement or any preliminary prospectus or final prospectus related thereto; preparation thereof, and such selling Holders will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter, broker/dealer or other selling Holder in connection with investigating or defending any such Losses; provided, however, that the liability of each selling Holder hereunder shall be limited to the gross proceeds (net of underwriting discounts and commissions, if any) received by such selling Holder from the sale of Registrable Securities covered by the Registration Statement; and provided, further, however, that the indemnity agreement contained in this Section 9(b) SECTION 5.2 shall not apply to amounts paid in settlement of any such Losses Loss if such settlement is effected without the consent of those selling Holder(s) against which the request for indemnity is being made (Indemnifying Holder, which consent shall not be unreasonably withheld; provided, however, that such Indemnifying Holder shall not, without approval of each party being indemnified pursuant to this SECTION 5.2, which approval shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term the giving by the claimant or plaintiff to the parties being so indemnified of a release from all liability with respect to such claim or litigation; and provided further, that the foregoing indemnity obligation with respect to any preliminary prospectus shall not inure to the benefit of the Company on account of any Loss whatsoever arising from the sale of any Registrable Common by a Participating Holder to any person if (A) a copy of the final prospectus (as amended or supplemented if such amendments or supplements shall have been furnished to such Participating Holder prior to the confirmation of the sale involved) shall not have been sent or given by the Company on behalf of such Participating Holder to such person, if required by law, with or prior to the written confirmation of the sale involved, and (B) the untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in such preliminary prospectus from which such Loss arose was corrected in the final prospectus (as amended or supplemented if such amendments or supplements thereto shall have been furnished as aforesaid); provided, further that the obligations of each Participating Holder under this SECTION 5.2 shall be limited to an amount equal to the proceeds to such Participating Holder as contemplated herein, unless such Loss resulted from such Participating Holder’s actual fraud in connection with such registration.

Indemnification by Holders. To the extent permitted by law, each selling Each Holder will severally and not jointly indemnify and hold harmless the CompanyZapMe!, each of its officers directors and directorsofficers, each personunderwriter, if any, of ZapMe!' securities covered by such a registration statement and each person who controls the Company ZapMe! or such underwriter within the meaning of Section 15 of the Securities Act, any investment banking firm acting as underwriter for the Company against all claims, losses, damages and liabilities (or the selling Holder, or any broker/dealer acting on behalf of the Company or any other selling Holder, and all other selling Holders against any such Losses to which the Company or any such director, officer, controlling person, underwriter, or broker/dealer or other selling Holder may become subject to, under the Securities Act or otherwise, insofar as such Losses arise actions in respect thereof) arising out of or are based upon on any untrue statement (or alleged untrue statement statement) of any a material fact contained in the Registration Statement or any preliminary prospectus or final prospectus, relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or registration statement, final prospectus, or arise out of any amendment or are supplement thereto, incident to any offering registered pursuant to this Declaration or based upon the on any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and will reimburse ZapMe!, such directors, officers, underwriters or control persons for any legal or any other expenses reasonably incurred in light of the circumstances in which they are madeconnection with investigating, preparing or defending any such claim, loss, damage, liability or action, in each case to the extent and extent, but only to the extent extent, that such untrue statement (or alleged untrue statement statement) or omission (or alleged omission was omission) is made in the Registration Statementsuch registration statement, in any preliminary prospectus or final prospectus relating thereto or in any amendments or supplements to the Registration Statement prospectus, or any such preliminary prospectus amendment or final prospectussupplement thereto, in reliance upon and in conformity with written information furnished to ZapMe! by such selling Holder expressly and stated to be specifically for use in connection with the Registration Statement or any preliminary prospectus or final prospectus related thereto; and such selling Holders will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter, broker/dealer or other selling Holder in connection with investigating or defending any such Lossestherein; provided, however, that the liability obligations of each selling Holder hereunder shall be several and not joint and shall be limited to the gross net proceeds (net of underwriting discounts after expenses and commissions, if any) received by such selling Holder from the sale of Registrable Securities covered by the Registration Statement; and provided, further, however, that the indemnity agreement contained in this Section 9(b) shall not apply to amounts paid in settlement of any such Losses if such settlement is effected without the consent of those selling Holder(s) against which the request for indemnity is being made (which consent shall not be unreasonably withheld)Holder as contemplated herein.

Indemnification by Holders. To Each Holder, if Registrable Securities held by it are included in the securities as to which a registration is being effected, agrees to, severally and not jointly, indemnify and hold harmless, to the fullest extent permitted by law, each selling Holder will severally the relevant IPO Entity, its directors and not jointly indemnify and hold harmless the Companyofficers, each other Person who participates as an Underwriter in the offering or sale of such securities of the relevant IPO Entity and its officers Agents and directors, each person, if any, Person who controls the Company such IPO Entity or any such Underwriter (within the meaning of the Securities Act, ) and its Agents against any investment banking firm acting as underwriter for the Company or the selling Holder, or any broker/dealer acting on behalf of the Company or any other selling Holder, and all other selling Holders against any such Losses to which the Company or any such director, officer, controlling person, underwriter, or broker/dealer or other selling Holder may become subject to, under the Securities Act or otherwiseClaims, insofar as such Losses Claims arise out of or are based upon any untrue or alleged untrue statement of any a material fact contained in the any Registration Statement or Prospectus (including any preliminary preliminary, final or summary prospectus and any amendment or final prospectussupplement thereto) related to such registration, relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they are mademisleading, in each case to the extent and extent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, in any preliminary prospectus or final prospectus relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, in reliance upon and in conformity with written information furnished to such IPO Entity in an instrument duly executed by such selling Holder specifically stating that it was expressly for use in connection with the Registration Statement or any preliminary prospectus or final prospectus related thereto; and such selling Holders will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter, broker/dealer or other selling Holder in connection with investigating or defending any such Lossestherein; provided, however, that the liability of each selling aggregate amount which any such Holder hereunder shall be limited required to pay pursuant to this Section 4.2 shall in no event be greater than the gross amount of the net proceeds (net of underwriting discounts and commissions, if any) received by such selling Holder from upon the sale of the Registrable Securities covered by pursuant to the Registration Statement; Statement giving rise to such Claims less all amounts previously paid by such Holder with respect to any such Claims. Such indemnity shall remain in full force and provided, further, however, that the indemnity agreement contained in this Section 9(b) shall not apply to amounts paid in settlement effect regardless of any investigation made by or on behalf of such Losses if indemnified party and shall survive the transfer of such settlement is effected without the consent of those selling Holder(s) against which the request for indemnity is being made (which consent shall not be unreasonably withheld)securities by such Holder or Underwriter.

Indemnification by Holders. To Holders will, if Registrable Securities held by or issuable to such Holders are included in the extent permitted by lawsecurities to which such registration, each selling Holder will severally and not jointly qualification or compliance is being effected, indemnify and hold harmless the CompanyGVI, each of its officers directors and directorsofficers, each personunderwriter, if any, of GVI's securities covered by such registration statement, and each person who controls the Company GVI within the meaning of the Securities ActAct against all claims, any investment banking firm acting as underwriter for the Company losses, damages, costs, expenses and liabilities whatsoever (or the selling Holder, or any broker/dealer acting on behalf of the Company or any other selling Holder, and all other selling Holders against any such Losses to which the Company or any such director, officer, controlling person, underwriter, or broker/dealer or other selling Holder may become subject to, under the Securities Act or otherwise, insofar as such Losses arise actions in respect thereof) arising out of or are based upon on any untrue statement (or alleged untrue statement statement) of any a material fact contained in the Registration Statement or any preliminary prospectus or final such registration statement, prospectus, relating thereto offering circular or in other similar document (including any amendments related registration statement, notification or supplements the like) incident to the Registration Statement or any such preliminary prospectus registration, qualification or final prospectuscompliance, or arise out of or are based upon the on any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in under which they are were made, and will reimburse GVI, such directors, officers, persons or underwriters for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, costs, expense, liability or action, in each case to the extent and extent, but only to the extent extent, that such untrue statement (or alleged untrue statement statement) or omission (or alleged omission was omission) is made in the Registration Statementsuch registration statement, in any preliminary prospectus or final prospectus relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to GVI by such selling Holder expressly an instrument duly executed by Holders and stated to be specifically for use therein or furnished by any Holder to GVI in connection with the Registration Statement or any preliminary prospectus or final prospectus related thereto; and response to a request by GVI stating specifically that such selling Holders information will reimburse any legal or other expenses reasonably incurred be used by the Company or any such directorGVI therein, officer, controlling person, underwriter, broker/dealer or other selling Holder in connection with investigating or defending any such Losses; provided, however, that the foregoing indemnity agreement is subject to the condition that in the event an underwritten public offering is involved, such indemnity agreement shall not inure to the benefit of GVI or any underwriter insofar as it relates to any such untrue statements (or alleged untrue statements) or omission (or alleged omission) made in the preliminary prospectus or prospectus but eliminated or remedied in the Final Prospectus, if a copy of the Final Prospectus was not furnished to the person or entity asserting the loss, liability, claim or damage at or prior to the time such action is required by the Securities Act. The liability of each selling Holder hereunder Holders under this Section 9(b) shall be limited to the gross amount of net proceeds (net of underwriting discounts and commissions, if any) received by such selling Holder from them for the sale of Registrable Securities covered by the Registration Statement; and providedpursuant to such registration, further, however, that the indemnity agreement contained in this Section 9(b) shall not apply to amounts paid in settlement of any such Losses if such settlement is effected without the consent of those selling Holder(s) against which the request for indemnity is being made (which consent shall not be unreasonably withheld)qualification or compliance.

Indemnification by Holders. To the extent permitted by law, each selling Each Holder will severally and not jointly agrees to indemnify and hold harmless the Company, each of its officers directors and directorsofficers, and each person, if any, who controls the Company within the meaning of the Securities Act, any investment banking firm acting as underwriter for the Company or the selling Holder, or any broker/dealer acting on behalf either Section 15 of the Company or any other selling Holder, and all other selling Holders against any such Losses to which the Company or any such director, officer, controlling person, underwriter, or broker/dealer or other selling Holder may become subject to, under the Securities Act or otherwiseSection 20 of the Exchange Act (other than the Holder), insofar as such covered by a registration statement filed pursuant to this Agreement from and against any and all Losses arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in any such registration statement or prospectus relating to the Registration Statement Registrable Securities or in any preliminary prospectus amendment or final prospectus, relating supplement thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, or arise arising out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they misleading, but only insofar as such Losses arise out of, or are madebased upon, in each case to the extent and only to the extent that any such untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by such Holder or on such Holder's behalf, in such Holder's capacity as a Holder and not in his capacity as a director or officer of the Company, if applicable, expressly for use therein; provided, however, that with respect to any untrue statement or omission or alleged untrue statement or omission or alleged omission was made in the Registration Statement, in any preliminary prospectus or final prospectus relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, the indemnity agreement contained in reliance upon and in conformity with this subsection shall not apply to the extent that any such Losses result from the fact that a current copy of the prospectus was not sent or given to the person asserting any such Losses at or prior to the written information furnished by confirmation of the sale of the Common Stock concerned to such selling Holder expressly for use in connection with person if it is determined that it was the Registration Statement or any preliminary prospectus or final prospectus related thereto; and such selling Holders will reimburse any legal or other expenses reasonably incurred by responsibility of the Company or any other person or entity (other than the Holder) to provide such director, officer, controlling person, underwriter, broker/dealer or other selling Holder in connection person with investigating or defending any a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses. Each Holder also agrees to indemnify and hold harmless underwriters of the Registrable Securities, their officers and directors, and each person who controls such underwriters within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as the indemnification of the Company provided in this subsection 6(b); provided, however, that the liability of each selling Holder hereunder shall be limited to the gross proceeds (net of underwriting discounts and commissions, if any) received by such selling Holder from the sale of Registrable Securities covered by the Registration Statement; and provided, provided further, however, that the indemnity agreement contained in obligation of such Holder to indemnify pursuant to this Section 9(bsubsection 6(b) shall be several, not apply joint and several, among such Holders selling Registrable Securities, and the liability of each such Holder will be in proportion to, and provided further that such liability will be limited to, the net amount received by such Holder from the sale of its Registrable Securities pursuant to amounts paid in settlement of any such Losses if such settlement is effected without the consent of those selling Holder(s) against which the request for indemnity is being made (which consent shall not be unreasonably withheld)registration.

Indemnification by Holders. To the extent permitted by lawEach Holder agrees, each selling Holder will severally and not jointly jointly, to indemnify and hold harmless harmless, the Company, each of its officers the Company’s Affiliates, and their respective officers, directors, employees, partners and agents, and each personPerson, if any, who controls the Company within the meaning of the Securities Act, any investment banking firm acting as underwriter for the Company or the selling Holder, or any broker/dealer acting on behalf Section 15 of the Company or any other selling Holder, and all other selling Holders against any such Losses to which the Company or any such director, officer, controlling person, underwriter, or broker/dealer or other selling Holder may become subject to, under the Securities Act or otherwiseSection 20 of the Exchange Act (each, insofar as such Losses arise a “Company Indemnified Person”), from and against, and to reimburse each Company Indemnified Person with respect to, any and all Damages, based upon, arising out of or are based upon resulting from, (i) any untrue statement or alleged untrue statement of any a material fact contained in any Registration Statement, Prospectus, Preliminary Prospectus or Issuer Free Writing Prospectus, relating to the Registration Statement offer and sale of Registrable Securities, or any preliminary prospectus amendment thereof or final prospectussupplement thereto, relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary necessary, in light of the circumstances under which they were made, to make the statements therein not misleading in light of the circumstances in which they are mademisleading, in each case to the extent and extent, but only to the extent extent, that any such untrue statement or alleged untrue statement or omission or alleged untrue statement or alleged omission was made in the such Registration Statement, Prospectus, Preliminary Prospectus or Free Writing Prospectus, or any amendment thereof or supplement thereto, in strict conformity with information relating to any preliminary prospectus or final prospectus relating thereto or in any amendments or supplements Holder furnished to the Registration Statement or any such preliminary prospectus or final prospectus, Company in reliance upon and in conformity with written information furnished writing by such selling Holder or Holder Indemnified Person expressly for use therein and (ii) any violation or alleged violation by such Holder of the Securities Act, the Exchange Act, any federal or state securities law or any rule or regulation promulgated under the Securities, the Exchange Act or any federal or state securities law in connection with any Registration Statement, Prospectus, Preliminary Prospectus or Issuer Free Writing Prospectus, relating to the Registration Statement Registrable Securities, or any preliminary prospectus amendment thereof or final prospectus related supplement thereto; and such selling Holders will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter, broker/dealer or other selling Holder in connection with investigating or defending any such Losses; provided, however, that the liability of each selling Holder hereunder shall will be in proportion to, and such liability will be limited to to, the gross proceeds (net of underwriting discounts and commissions, if any) amount received by such selling Holder from the sale of Registrable Securities covered by the pursuant to such Registration Statement; and provided, further, however, that the indemnity agreement contained in this Section 9(b) a Holder shall not apply be liable in any case to amounts paid in settlement the extent that prior to the filing of any such Losses if Registration Statement, Prospectus, Preliminary Prospectus or Free Writing Prospectus, or any amendment thereof or supplement thereto, such settlement is effected without Holder has furnished in writing to the consent Company, information expressly for use in, and within a reasonable period of those selling Holder(s) against time prior to the effectiveness of, such Registration Statement, Prospectus, Preliminary Prospectus or Free Writing Prospectus, or any amendment thereof or supplement thereto which corrected or made not misleading information previously provided to the request for indemnity is being made (which consent shall not be unreasonably withheld)Company.

Indemnification by Holders. To In connection with any Registration -------------------------- Statement in which Holders of Registrable Securities are participating, each such Holder will furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or prospectus and, to the extent permitted by law, each selling Holder will severally and not jointly indemnify and hold harmless the Company, each of its officers and directors, each person, if any, Person who controls the Company (within the meaning of the Securities Act, any investment banking firm acting as underwriter for the Company or the selling Holder, or any broker/dealer acting on behalf Section 15 of the Company or any other selling Holder, and all other selling Holders against any such Losses to which the Company or any such director, officer, controlling person, underwriter, or broker/dealer or other selling Holder may become subject to, under the Securities Act or otherwiseSection 20 of the Exchange Act) and their respective officers, insofar as such directors, partners, employees, agents and representatives against any Losses arise arising out of or are based upon any untrue or alleged untrue statement of any a material fact contained in the any Registration Statement or any preliminary prospectus or final prospectusStatement, relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, or arise form of prospectus, or arising out of or are based upon the any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in light of the circumstances in under which they are made, in each case not misleading, to the extent and extent, but only to the extent extent, that such untrue statement or alleged untrue statement is contained in, or such omission or alleged omission was made is required to be contained in, any information so furnished in the Registration Statement, in any preliminary prospectus or final prospectus relating thereto or in any amendments or supplements writing by such Holder to the Registration Statement or any such preliminary prospectus or final prospectus, in reliance upon and in conformity with written information furnished by such selling Holder Company expressly for use in connection with the such Registration Statement or any preliminary prospectus and that such statement or final prospectus related thereto; and such selling Holders will reimburse any legal or other expenses reasonably incurred omission was relied upon by the Company in preparation of such Registration Statement, prospectus or any such director, officer, controlling person, underwriter, broker/dealer or other selling Holder in connection with investigating or defending any such Lossesform of prospe ctus; provided, however, that such Holder of Registrable Securities shall not be liable in any such case to the extent that the Holder has furnished in writing to the Company prior to the filing of any such Registration Statement or prospectus or amendment or supplement thereto information expressly for use in such Registration Statement or prospectus or any amendment or supplement thereto which corrected or made not misleading, information previously furnished to the Company, and the Company failed to include such information therein. In no event shall the liability of each any selling Holder of Registrable Securities hereunder shall be limited to greater in amount than the gross dollar amount of the proceeds (net of underwriting discounts and commissions, if anypayment of all expenses) received by such selling Holder from upon the sale of the Registrable Securities covered by the Registration Statement; giving rise to such indemnification obligation. Such indemnity shall remain in full force and provided, further, however, that the indemnity agreement contained in this Section 9(b) shall not apply to amounts paid in settlement effect regardless of any investigation made by or on behalf of such Losses if such settlement is effected without the consent of those selling Holder(s) against which the request for indemnity is being made (which consent shall not be unreasonably withheld)indemnified party.

Indemnification by Holders. To the extent permitted by lawEach Holder will, each selling Holder will severally and not jointly jointly, indemnify and hold harmless the Company, each of its officers and directors, officers, partners, members and shareholders and each person, if any, person who controls the Company (within the meaning of the Securities Act, any investment banking firm acting as underwriter for the Company or the selling Holder, or any broker/dealer acting on behalf Section 15 of the Company or any other selling Holder, and all other selling Holders against any such Losses to which the Company or any such director, officer, controlling person, underwriter, or broker/dealer or other selling Holder may become subject to, under the Securities Act or otherwiseSection 20 of the Exchange Act) and the directors and officers of such controlling person,, insofar in each case to the fullest extent permitted by applicable law from and against all Losses, as such Losses arise incurred, arising solely out of or are based upon upon, in the case of the Registration Statement or in any amendments thereto, any untrue or alleged untrue statement of any a material fact contained therein or any omission or alleged omission to state therein a material fact required to be stated therein to make the statements not misleading, or in the Registration Statement case of any Prospectus or any preliminary prospectus or final form of prospectus, relating thereto or in any amendments amendment or supplements to the Registration Statement supplement thereto, or in any preliminary prospectus, any untrue or alleged untrue statement of a material fact contained therein or any such preliminary prospectus or final prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in light of the circumstances in under which they are were made, in each case not misleading to the extent and extent, but only to the extent extent, that such untrue statement statements or alleged untrue statement or omission or alleged omission was omissions (1) are made in the Registration Statement, in any preliminary prospectus or final prospectus relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, in reliance upon and in conformity with written information furnished to the Company by such selling or on behalf of any Holder expressly for use in connection with a Registration Statement or Prospectus, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and approved in writing by such Holder for use in the Registration Statement or Prospectus (it being understood that the Holder has approved Annex A hereto, as may be amended in accordance with the provisions of this Agreement, for this purpose), (2) if such untrue statement or omission was made in any preliminary prospectus Prospectus, if the selling Holder failed to deliver a copy of the final Prospectus, if obligated to do so, with or final prospectus related thereto; and prior to the delivery of written confirmation of the sale by such selling Holders will reimburse any legal Holder to the Person asserting the claim from which such Losses allegedly arose or other expenses reasonably incurred (3) resulted from the use by such Holder of an outdated or defective Prospectus after the Company or any has notified such director, officer, controlling person, underwriter, broker/dealer or other selling Holder in connection with investigating writing that the Prospectus is outdated or defending any defective and prior to the receipt by such LossesHolder of an Advice 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; provided, however, that the obligation to indemnify will be several and not joint and in no event will the liability of each any selling Holder hereunder shall be limited to greater in amount than the gross dollar amount of the net proceeds (net of underwriting discounts and commissions, if any) received by any such selling Holder from upon the sale of the Registrable Securities covered by under the Registration Statement; and provided, further, however, that the indemnity agreement contained in this Section 9(b) shall not apply Statement giving rise to amounts paid in settlement of any such Losses if such settlement is effected without the consent of those selling Holder(s) against which the request for indemnity is being made (which consent shall not be unreasonably withheld).indemnification obligation

Indemnification by Holders. To the extent permitted by law, each selling Each Holder will severally and not jointly agrees to indemnify and -------------------------- hold harmless the Company, each of its officers directors and directorsofficers, and each person, if any, who controls the Company within the meaning of the Securities Act, any investment banking firm acting as underwriter for the Company or the selling Holder, or any broker/dealer acting on behalf either section 15 of the Company or any other selling Holder, and all other selling Holders against any such Losses to which the Company or any such director, officer, controlling person, underwriter, or broker/dealer or other selling Holder may become subject to, under the Securities Act or otherwisesection 20 of the Exchange Act (other than the Holder), insofar as such covered by a registration statement filed pursuant to this Agreement from and against any and all Losses arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in any such registration statement or prospectus relating to the Registration Statement Registrable Securities or in any preliminary prospectus amendment or final prospectus, relating supplement thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, or arise arising out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they misleading, except insofar as such Losses arise out of, or are madebased upon, in each case to the extent and only to the extent that any such untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by such Holder or on such Holder's behalf, in such Holder's capacity as a Holder and not in his capacity as a director or officer of the Company, if applicable, expressly for use therein provided, however, that with respect to any untrue statement or --------- ------- omission or alleged untrue statement or omission or alleged omission was made in the Registration Statement, in any preliminary prospectus or final prospectus relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, in reliance upon and in conformity with written information furnished by such selling Holder expressly for use in connection with the Registration Statement or any preliminary prospectus or final prospectus related thereto; and such selling Holders will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter, broker/dealer or other selling Holder in connection with investigating or defending any such Losses; provided, however, that the liability of each selling Holder hereunder shall be limited to the gross proceeds (net of underwriting discounts and commissions, if any) received by such selling Holder from the sale of Registrable Securities covered by the Registration Statement; and provided, further, however, that the indemnity agreement contained in this Section 9(b) subsection shall not apply to amounts paid in settlement the extent that any such losses result from the fact that a current copy of the prospectus was not sent or given to the person asserting any such Losses at or prior to the written confirmation of the sale of the Common Stock concerned to such person if it is determined that it was the responsibility of the Company or any other person or entity (other than the Holder) to provide such settlement is effected without person with a current copy of the consent prospectus and such current copy of those selling Holder(s) against which the request for indemnity is being made (which consent shall not be unreasonably withheldprospectus would have cured the defect giving rise to such Losses. Each Holder also agrees to indemnify and hold harmless underwriters of the Registrable Securities, their officers and directors, and each person who controls such underwriters within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act on substantially the same basis as the indemnification of the Company provided in this subsection 7(b).

Indemnification by Holders. To In connection with any Registration Statement in which a Holder is participating, such Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with such Registration Statement or Prospectus and agrees to (i) indemnify, to the fullest extent permitted by law, each selling Holder will severally and not jointly indemnify and hold harmless jointly, the Company, each of its directors and officers and directors, each person, if any, Person who controls the Company (within the meaning of the Securities Act, any investment banking firm acting as underwriter for the Company or the selling Holder, or any broker/dealer acting on behalf Section 15 of the Company or any other selling Holder, and all other selling Holders against any such Losses to which the Company or any such director, officer, controlling person, underwriter, or broker/dealer or other selling Holder may become subject to, under the Securities Act or otherwiseand Section 20 of the Exchange Act), insofar as such from and against all Losses arise arising out of or are based upon on any untrue or alleged untrue statement of any a material fact contained in the any Registration Statement under which such Registrable Securities were registered or any amendment thereto, in any preliminary prospectus or final prospectusProspectus or any amendment or supplement thereto, relating thereto or any documents incorporated by reference therein, in any Issuer Free Writing Prospectus, or in any amendments or supplements to the Registration Statement Marketing Materials or any such preliminary prospectus or final prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of a preliminary or final Prospectus, any Issuer Free Writing Prospectus or any Marketing Materials, in light of the circumstances in under which they are were made) not misleading, in each case to the extent and extent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was is made in the such Registration Statement, in any preliminary prospectus or final prospectus relating thereto Prospectus or in any amendments amendment or supplements to the Registration Statement supplement thereto, or any such preliminary prospectus documents incorporated by reference therein, Issuer Free Writing Prospectus or final prospectus, Marketing Materials in reliance upon and in conformity with written information furnished to the Company by such selling Holder expressly for use in connection with the Registration Statement or any preliminary prospectus or final prospectus related thereto; and such selling Holders will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter, broker/dealer or other selling Holder in connection with investigating or defending any such Lossesinclusion therein; provided, however, that the obligations of such Holder hereunder shall not apply to amounts paid in settlement of any such claims, losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of each selling Holder hereunder shall be limited to the gross net proceeds (net of underwriting discounts and commissions, if any) received by such selling Holder from the sale of Registrable Securities covered by the such Registration Statement; and provided, further, however, that (ii) reimburse the indemnity agreement contained Company and its directors and officers who sign such Registration Statement for any legal or other expenses reasonably incurred by the Company and such directors and officers in this Section 9(b) shall not apply to amounts paid in settlement of connection with investigating or defending any such Losses if action or claim as such settlement is effected without the consent of those selling Holder(s) against which the request for indemnity is being made (which consent shall not be unreasonably withheld)expenses are incurred.

Indemnification by Holders. To Each Holder (other than the PBGC as a result of applicable federal law), if Registrable Securities held by it are included in the securities as to which a registration is being effected, agrees to, severally and not jointly, indemnify and hold harmless, to the fullest extent permitted by law, each selling Holder will severally and not jointly indemnify and hold harmless the Company, each of its officers directors and directorsofficers, each person, if any, other Person who participates as an Underwriter in the offering or sale of such securities and its Agents and each Person who controls the Company within the meaning of the Securities Act, any investment banking firm acting as underwriter for the Company or the selling Holder, or any broker/dealer acting on behalf either Section 15 of the Company or any other selling Holder, and all other selling Holders against any such Losses to which the Company or any such director, officer, controlling person, underwriter, or broker/dealer or other selling Holder may become subject to, under the Securities Act or otherwiseof Section 20 of the Exchange Act against any and all Claims, insofar as such Losses Claims arise out of or are based upon any untrue or alleged untrue statement of any a material fact contained in the any Registration Statement or Prospectus (including any preliminary preliminary, final or summary prospectus and any amendment or final prospectussupplement thereto) related to such registration, relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they are mademisleading, in each case to the extent and extent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, in any preliminary prospectus or final prospectus relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, in reliance upon and in conformity with written information furnished to the Company by such selling a Holder expressly for use in connection with the Registration Statement or any preliminary prospectus or final prospectus related thereto; and such selling Holders will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter, broker/dealer or other selling Holder in connection with investigating or defending any such Lossestherein; provided, however, that the liability of each selling aggregate amount which any such Holder hereunder shall be limited required to pay pursuant to this Section 5.2 shall in no event be greater than the gross amount of the net proceeds (net of underwriting discounts and commissions, if any) received by such selling Holder from upon the sale of the Registrable Securities covered by pursuant to the Registration Statement; Statement giving rise to such Claims less all amounts previously paid by such Holder with respect to any such Claims. Such indemnity shall remain in full force and provided, further, however, that the indemnity agreement contained in effect regardless of any investigation made by or on behalf of any Person who may be entitled to indemnification pursuant to this Section 9(b) 5 and shall not apply to amounts paid in settlement survive the transfer of any securities by such Losses if such settlement is effected without the consent of those selling Holder(s) against which the request for indemnity is being made (which consent shall not be unreasonably withheld)Holder or Underwriter.

Indemnification by Holders. To the extent permitted by lawEach Holder, each selling Holder will severally jointly and not jointly severally, agrees to indemnify and hold harmless the Company, each of its officers directors and directorsofficers, and each person, if any, who controls the Company within the meaning of the Securities Act, any investment banking firm acting as underwriter for the Company or the selling Holder, or any broker/dealer acting on behalf either section 15 of the Company or any other selling Holder, and all other selling Holders against any such Losses to which the Company or any such director, officer, controlling person, underwriter, or broker/dealer or other selling Holder may become subject to, under the Securities Act or otherwisesection 20 of the Exchange Act (other than the Holder), insofar as such covered by a registration statement filed pursuant to this Agreement from and against any and all Losses arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in any such registration statement or prospectus relating to the Registration Statement Registrable Securities or in any preliminary prospectus amendment or final prospectus, relating supplement thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, or arise arising out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they misleading, but only insofar as such Losses arise out of, or are madebased upon, in each case to the extent and only to the extent that any such untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by such Holder or on such Holder's behalf, expressly for use therein; provided, however, that with respect to any untrue statement or omission or alleged untrue statement or omission or alleged omission was made in the Registration Statement, in any preliminary prospectus or final prospectus relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, in reliance upon and in conformity with written information furnished by such selling Holder expressly for use in connection with the Registration Statement or any preliminary prospectus or final prospectus related thereto; and such selling Holders will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter, broker/dealer or other selling Holder in connection with investigating or defending any such Losses; provided, however, that the liability of each selling Holder hereunder shall be limited to the gross proceeds (net of underwriting discounts and commissions, if any) received by such selling Holder from the sale of Registrable Securities covered by the Registration Statement; and provided, further, however, that the indemnity agreement contained in this Section 9(b) subsection shall not apply to amounts paid in settlement of the extent that any such Losses result from the fact that a current copy of the prospectus was not sent or given to the person asserting any such Losses at or prior to the written confirmation of the sale of the Common Stock concerned to such person if it is determined that it was the responsibility of the Company or any other person or entity (other than the Holder) to provide such settlement is effected without person with a current copy of the consent prospectus and such current copy of those selling Holder(s) against which the request for indemnity is being made (which consent shall not be unreasonably withheldprospectus would have cured the defect giving rise to such Losses. Each Holder also agrees, jointly and severally, to indemnify and hold harmless underwriters of the Registrable Securities, their officers and directors, and each person who controls such underwriters within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act on substantially the same basis as the indemnification of the Company provided in this subsection 7(b).

Indemnification by Holders. To the extent permitted by law, each selling Holder will shall, severally and not jointly jointly, indemnify and hold harmless the CompanyParent, each of its directors, its officers and directors, each person, if any, Person who controls the Company Parent (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) from and against all Losses to which such Persons may become subject under the Securities Act, any investment banking firm acting as underwriter for the Company or the selling Holder, or any broker/dealer acting on behalf of the Company or any other selling Holder, and all other selling Holders against any such Losses to which the Company or any such director, officer, controlling person, underwriter, or broker/dealer Exchange Act or other selling Holder may become subject to, under the Securities Act federal or otherwise, state law insofar as such Losses arise out of or are based upon any of the following statements, omissions or violations by such Holder (a) any untrue or alleged untrue statement of any a material fact contained in the Registration Statement or any preliminary prospectus or final prospectus, relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of the prospectus, in light of the circumstances in under which they are were made, in each case to the extent and only to the extent that such ) not misleading based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, in any preliminary prospectus or final prospectus relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, in reliance upon and in conformity with written information furnished by such selling Holder expressly for use therein or (b) any violation or alleged violation by such Holder in connection with the Registration Statement or any preliminary prospectus or final prospectus related thereto; and such selling Holders will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter, broker/dealer or other selling Holder in connection with investigating or defending any such Losses; provided, however, that the liability of each selling Holder hereunder shall be limited to the gross proceeds (net of underwriting discounts and commissions, if any) received by such selling Holder from the sale of Registrable Securities offering covered by the Registration StatementStatement under the Securities Act, the Exchange Act, any state Securities laws and any regulations promulgated thereunder and (c) in the case of a Suspension Period, the use by such Holder of an outdated or defective prospectus after Parent has notified such Holder in writing that the prospectus is outdated or defective and prior to the receipt by such Holder of the notification contemplated in Section 2.1(f)(v); and provided, further, however, that the indemnity agreement contained in this Section 9(b) 3.2 shall not apply to Losses for amounts paid in settlement of any such Losses if such settlement is effected without the consent of those selling Holder(s) against which the request for indemnity is being made (such Holder, which consent shall not be unreasonably withheld), conditioned or delayed; provided, further, that in no event shall a Holder’s cumulative aggregate obligation to indemnify under this Section 3.2 exceed the proceeds from the offering received by such Holder, net of the sum of (i) discounts and commissions and (ii) the aggregate amount which such Holder has paid or is liable to pay under Section 3.4 hereof.

Indemnification by Holders. To Each Holder shall, notwithstanding any termination of this Agreement, indemnify and hold harmless, to the fullest extent permitted by law, each selling Holder will severally and not jointly indemnify and hold harmless with any other Holders, the Company, each of its officers and directors, its officers, agents and employees, each person, if any, Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and employees of such controlling Persons, and all other prospective sellers, from and against all Losses arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in such Registration Statement under which such Registrable Securities were registered under the Securities Act, any investment banking firm acting as underwriter for the Company preliminary, final or the selling Holdersummary Prospectus, contained therein or related thereto, or any broker/dealer acting on behalf of amendment or supplement thereto, together with the Company documents incorporated by reference therein, or any other selling Holderfree writing prospectus utilized in connection therewith, and all other selling Holders against incident to any such Losses to which the Company or any such directorregistration, officer, controlling person, underwriterqualification, or broker/dealer compliance, or other selling Holder may become subject to, under the Securities Act or otherwise, insofar as such Losses arise out of or are based upon on any untrue omission (or alleged untrue statement of any material fact contained in the Registration Statement or any preliminary prospectus or final prospectus, relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, or arise out of or are based upon the omission or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light misleading, and will (without limitation of the circumstances portions of this Section 8(b)) reimburse the Company, its directors, officers, agents and employees, and each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and employees of such controlling Persons, and all other prospective sellers for any legal or any other expenses reasonably incurred in which they are madeconnection with investigating or defending any such claim, loss, damage, liability, or action, in each case to the extent and extent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was (i) is made in the such Registration Statement, in any preliminary prospectus preliminary, final or final prospectus relating thereto summary Prospectus, contained therein or in any amendments or supplements to the Registration Statement related thereto, or any such preliminary amendment or supplement thereto, together with the documents incorporated by reference therein, or any free writing prospectus or final prospectus, utilized in connection therewith in reliance upon and in conformity with written information that is furnished to the Company by such selling Holder expressly for inclusion therein and that relates to such Holder and/or such Holder’s proposed method of distribution of Registrable Securities, or (ii) related to the use in connection with the Registration Statement by such Holder of an outdated or any preliminary prospectus or final prospectus related thereto; and such selling Holders will reimburse any legal or other expenses reasonably incurred by defective Prospectus after the Company or any has notified such director, officer, controlling person, underwriter, broker/dealer or other selling Holder in connection with investigating writing that the Prospectus is outdated or defending any defective and prior to receiving Advice contemplated by Section 9(i) (but if and to the extent that the material misstatement or omission giving rise to such LossesLoss would have been corrected); provided, however, that the obligations of such Holder hereunder shall not apply to amounts paid in settlement of any such claims, losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of each selling such Holder hereunder shall be limited to the gross net proceeds (net of underwriting discounts and commissions, if any) received by such selling Holder from the sale of Registrable Securities covered by the such Registration Statement; and provided, further, however, that the indemnity agreement contained in this Section 9(b) shall not apply to amounts paid in settlement of any such Losses if such settlement is effected without the consent of those selling Holder(s) against which the request for indemnity is being made (which consent shall not be unreasonably withheld).

Indemnification by Holders. To the extent permitted by law, each selling Holder will Each holder of Registrable Securities participating in any registration hereunder shall severally and not jointly indemnify and hold harmless harmless, to the fullest extent permitted by law, the Company, each of its officers and directors, officers, employees and agents, and each person, if any, person who controls the Company (within the meaning of the Securities Act) (collectively, "Company Indemnified Parties") against all losses, claims, damages, liabilities and expenses, joint or several (including reasonable fees of counsel and any investment banking firm acting as underwriter for the Company or the selling Holderamounts paid in settlement effected with such holder's consent, or any broker/dealer acting on behalf of the Company or any other selling Holder, and all other selling Holders against any such Losses which consent shall not be unreasonably withheld) to which the any Company or any such director, officer, controlling person, underwriter, or broker/dealer or other selling Holder Indemnified Party may become subject to, under the Securities Act Act, at common law or otherwise, insofar as such Losses arise out of losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) are based upon caused by (1) any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement any registration statement in which such holder's Registrable Securities were included or any preliminary prospectus or final prospectus, relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they are mademisleading, in each case to the extent and only to the extent that such (2) any untrue statement or alleged untrue statement of a material fact contained in any preliminary, final or summary prospectus, together with the documents incorporated by reference therein (as amended or supplemented if the Company shall have filed with the Commission any amendment thereof or supplement thereto), or the omission or alleged omission was made to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the Registration Statementlight of the circumstances under which they were made, not misleading to the extent, but only to the extent, in any preliminary prospectus the cases described in clauses (1) and (2), that such untrue statement or final prospectus relating thereto or omission is contained in any amendments or supplements information furnished in writing by such holder to the Registration Statement or any such preliminary prospectus or final prospectus, in reliance upon and in conformity with written information furnished by such selling Holder Company expressly for use in connection with the Registration Statement or any preliminary prospectus or final prospectus related theretopreparation thereof; and such selling Holders will reimburse any legal or other expenses reasonably incurred by the Company or any such directorPROVIDED, officer, controlling person, underwriter, broker/dealer or other selling Holder in connection with investigating or defending any such Losses; provided, howeverHOWEVER, that the liability of each selling Holder hereunder aggregate amount which any such holder shall be required to pay pursuant to this Section 8(b) shall be limited to the gross dollar amount of proceeds (net of underwriting discounts and commissions, if any) received by such selling Holder from holder upon the sale of the Registrable Securities covered by and other securities of the Registration Statement; Company pursuant to the registration statement giving rise to such claim. Such indemnity obligation shall remain in full force and provided, further, however, that the indemnity agreement contained in this Section 9(b) shall not apply to amounts paid in settlement effect regardless of any investigation made by or on behalf of the Company Indemnified Parties (except as provided above) and shall survive the transfer of such Losses if securities by such settlement is effected without the consent of those selling Holder(s) against which the request for indemnity is being made (which consent shall not be unreasonably withheld)holder.

Indemnification by Holders. To the extent permitted by lawEach Holder, each selling Holder will severally jointly and not jointly severally, agrees to indemnify and hold harmless the Company, each of its officers directors and directorsofficers, and each person, if any, who controls the Company within the meaning of the Securities Act, any investment banking firm acting as underwriter for the Company or the selling Holder, or any broker/dealer acting on behalf either section 15 of the Company or any other selling Holder, and all other selling Holders against any such Losses to which the Company or any such director, officer, controlling person, underwriter, or broker/dealer or other selling Holder may become subject to, under the Securities Act or otherwisesection 20 of the Exchange Act (other than the Holder), insofar as such covered by a Piggy-back Registration from and against any and all Losses arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in any such registration statement or prospectus relating to the Registration Statement Registrable Securities or in any preliminary prospectus amendment or final prospectus, relating supplement thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, or arise arising out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they misleading, but only insofar as such Losses arise out of, or are madebased upon, in each case to the extent and only to the extent that any such untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by such Holder or on such Holder's behalf, expressly for use therein; provided, however, that with respect to any untrue statement or omission or alleged untrue statement or omission or alleged omission was made in the Registration Statement, in any preliminary prospectus or final prospectus relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, in reliance upon and in conformity with written information furnished by such selling Holder expressly for use in connection with the Registration Statement or any preliminary prospectus or final prospectus related thereto; and such selling Holders will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter, broker/dealer or other selling Holder in connection with investigating or defending any such Losses; provided, however, that the liability of each selling Holder hereunder shall be limited to the gross proceeds (net of underwriting discounts and commissions, if any) received by such selling Holder from the sale of Registrable Securities covered by the Registration Statement; and provided, further, however, that the indemnity agreement contained in this Section 9(b) subsection shall not apply to amounts paid in settlement of the extent that any such Losses result from the fact that a current copy of the prospectus was not sent or given to the person asserting any such Losses at or prior to the written confirmation of the sale of the Common Stock concerned to such person if it is determined that it was the responsibility of the Company or any other person or entity (other than the Holder) to provide such settlement is effected without person with a current copy of the consent prospectus and such current copy of those selling Holder(s) against which the request for indemnity is being made (which consent shall not be unreasonably withheldprospectus would have cured the defect giving rise to such Losses. Each Holder also agrees, jointly and severally, to indemnify and hold harmless underwriters of the Registrable Securities, their officers and directors, and each person who controls such underwriters within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act on substantially the same basis as the indemnification of the Company provided in this subsection 7(b).

Indemnification by Holders. To the extent permitted by law, each selling Holder will severally will, if Registrable Securities held by such Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Corporation, each of its directors, officers and not jointly indemnify legal counsel, each underwriter, if any, of the Corporation's securities covered by such a registration statement, each Person who controls the Corporation or such underwriter within the meaning of Section 15 of the Securities Act, and hold harmless the Companyeach other such Holder, each of its officers and directors, directors and each person, if any, who controls the Company Person controlling such Holder within the meaning of Section 15 of the Securities Act, any investment banking firm acting as underwriter for the Company against all claims, losses, damages and liabilities (or the selling Holder, or any broker/dealer acting on behalf of the Company or any other selling Holder, and all other selling Holders against any such Losses to which the Company or any such director, officer, controlling person, underwriter, or broker/dealer or other selling Holder may become subject to, under the Securities Act or otherwise, insofar as such Losses arise actions in respect thereof) arising out of or are based upon on any untrue statement (or alleged untrue statement statement) of any a material fact contained in the Registration Statement any such registration statement, prospectus, offering circular or other document, or any preliminary prospectus or final prospectus, relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, or arise out of or are based upon the omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and will reimburse the Corporation, such Holders, such directors, officers, legal counsel, Persons, underwriters or control persons for any legal or any other expenses reasonably incurred in light of the circumstances in which they are madeconnection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent and extent, but only to the extent extent, that such untrue statement (or alleged untrue statement statement) or omission (or alleged omission was omission) is made in the Registration Statementsuch registration statement, in any preliminary prospectus or final prospectus relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Corporation by such selling Holder expressly and stated to be specifically for use in connection with therein. Notwithstanding the Registration Statement or any preliminary prospectus or final prospectus related thereto; and such selling Holders will reimburse any legal or other expenses reasonably incurred by the Company or any such directorforegoing, officer, controlling person, underwriter, broker/dealer or other selling Holder in connection with investigating or defending any such Losses; provided, however, that the liability of each selling Holder hereunder under this subsection (b) shall be limited in an amount equal to the gross net proceeds (net of underwriting discounts and commissions, if any) received by such selling Holder from the sale of the Registrable Securities covered sold by such Holder. In addition, insofar as the Registration Statement; and providedforegoing indemnity relates to any such untrue statement (or alleged untrue statement) or omission (or alleged omission) made in the preliminary prospectus but eliminated or remedied in the amended prospectus on file with the Commission at the time the registration statement becomes effective or in the final prospectus filed pursuant to Rule 424(b) of the Commission, further, however, that the indemnity agreement contained in this Section 9(b) herein shall not apply inure to amounts paid in settlement the benefit of the Corporation, any underwriter or (if there is no underwriter) any Holder if a copy of the final prospectus filed pursuant to Rule 424(b) was not furnished to the Person or entity asserting the loss, liability, claim or damage at or prior to the time such Losses if such settlement furnishing is effected without required by the consent of those selling Holder(s) against which the request for indemnity is being made (which consent shall not be unreasonably withheld)Securities Act.

Indemnification by Holders. To the extent permitted by lawEach Holder agrees, each selling Holder will severally and not jointly jointly, to indemnify and hold harmless harmless, the Company, each of its officers the Company’s Affiliates, and their respective officers, directors, employees, partners and agents, and each personPerson, if any, who controls the Company within the meaning of the Securities Act, any investment banking firm acting as underwriter for the Company or the selling Holder, or any broker/dealer acting on behalf Section 15 of the Company or any other selling Holder, and all other selling Holders against any such Losses to which the Company or any such director, officer, controlling person, underwriter, or broker/dealer or other selling Holder may become subject to, under the Securities Act or otherwiseSection 20 of the Exchange Act (each, insofar as such Losses arise a “Company Indemnified Person”), from and against, and to reimburse each Company Indemnified Person with respect to, any and all Damages, based upon, arising out of or are based upon resulting from, (i) any untrue statement or alleged untrue statement of any a material fact contained in any Registration Statement, Prospectus, Preliminary Prospectus or Issuer Free Writing Prospectus, relating to the Registration Statement offer and sale of Registrable Securities, or any preliminary prospectus amendment thereof or final prospectussupplement thereto, relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary necessary, in light of the circumstances under which they were made, to make the statements therein not misleading in light of the circumstances in which they are mademisleading, in each case to the extent and extent, but only to the extent extent, that any such untrue statement or alleged untrue statement or omission or alleged untrue statement or alleged omission was made in the such Registration Statement, Prospectus, Preliminary Prospectus or Free Writing Prospectus, or any amendment thereof or supplement thereto, in strict conformity with information relating to any preliminary prospectus or final prospectus relating thereto or in any amendments or supplements Holder furnished to the Registration Statement or any such preliminary prospectus or final prospectus, Company in reliance upon and in conformity with written information furnished writing by such selling Holder or Holder Indemnified Person expressly for use therein and (ii) any violation or alleged violation by such Holder of the Securities Act, the Exchange Act, any federal or state securities law or any rule or regulation promulgated under the Securities, the Exchange Act or any federal or state securities law in connection with any Registration Statement, Prospectus, Preliminary Prospectus or Issuer Free Writing Prospectus, relating to the Registration Statement Registrable Securities, or any preliminary prospectus amendment thereof or final prospectus related supplement thereto; and such selling Holders will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter, broker/dealer or other selling Holder in connection with investigating or defending any such Losses; provided, however, that the liability of each selling Holder hereunder shall will be in proportion to, and such liability will be limited to to, the gross proceeds (net of underwriting discounts and commissions, if any) amount received by such selling Holder from the sale of Registrable Securities covered by the pursuant to such Registration Statement; and provided, further, however, that the indemnity agreement contained in this Section 9(b) a Holder shall not apply be liable in any case to amounts paid in settlement the extent that prior to the filing of any such Losses if Registration Statement, Prospectus, Preliminary Prospectus or Free Writing Prospectus, or any amendment thereof or supplement thereto, such settlement is effected without Holder has furnished in writing to the consent Company, information expressly for use in, and within a reasonable period of those selling Holder(s) against time prior to the effectiveness of, such Registration Statement, Prospectus, Preliminary Prospectus or Free Writing Prospectus, or any amendment thereof or supplement thereto which corrected or made not misleading information previously provided to the request for indemnity is being made (which consent shall not be unreasonably withheld).Company. 18

Indemnification by Holders. To the extent permitted by law, each selling Each Holder will -------------------------- severally (and not jointly indemnify and jointly) hereby agrees to indemnify, save, hold harmless the Companyand defend Buyer, its affiliates and subsidiaries, and their respective partners, officers, directors, shareholders, agents and representatives, and each of its officers them, from and directors, each person, if any, who controls the Company within the meaning of the Securities Act, against any investment banking firm acting as underwriter for the Company or the selling Holder, or any broker/dealer acting on behalf of the Company or any other selling Holder, and all other selling Holders against any such Losses to which the Company costs, losses, liabilities, damages, lawsuits, deficiencies, claims and expenses reasonably and actually incurred (whether or any such director, officer, controlling person, underwriter, or broker/dealer or other selling Holder may become subject to, under the Securities Act or otherwise, insofar as such Losses arise not arising out of or are based upon any untrue or alleged untrue statement of any material fact contained in the Registration Statement or any preliminary prospectus or final prospectusthird-party claims), relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectusincluding, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they are madewithout limitation, in each case to the extent interest, penalties, additions, reasonable travel expenses, reasonable attorneys' fees and only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, in any preliminary prospectus or final prospectus relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, in reliance upon and in conformity with written information furnished by such selling Holder expressly for use all amounts paid in connection with the Registration Statement defense or settlement of any preliminary prospectus or final prospectus related thereto; and such selling Holders will reimburse any legal or other expenses reasonably incurred by of the Company or any such directorforegoing (herein, officerthe "Damages"), controlling person, underwriter, broker/dealer or other selling Holder in connection with investigating or defending arising out of or resulting from any one or more of the following: (a) any inaccuracy in any representation or warranty made by TCM and its Subsidiaries, herein or in any Exhibit, Schedule, tax return or other document provided pursuant to or in connection with this Agreement; (b) the breach of any covenant or agreement or any misrepresentation made by TCM and its Subsidiaries contained in this Agreement, including the Schedules and Exhibits hereto, or any other agreement, instrument or document executed by TCM or its Subsidiaries pursuant hereto or in connection herewith; (c) any failure of the Holders to duly perform or observe any term, provision, covenant or agreement herein on the part of such Lossesparties to be performed or observed; (d) any liability, breach, default, claim, accident, injury or damage of any kind occurring prior to the Closing Date; and (e) the release of Hazardous Substances at, on or from any facility used prior to Closing by either TCM or any of its Subsidiaries to process, recycle, reclaim, refine, transport, store, dispose of or otherwise handle Hazardous Substances generated by TCM and its Subsidiaries; provided, however, that the liability of each selling no Holder hereunder shall be limited to liable for any amount of Damages in excess of the gross proceeds (net of underwriting discounts and commissions, if any) amount received by such selling Holder from the sale of Registrable Securities covered by the Registration Statement; and provided, further, however, that the indemnity agreement contained in this Section 9(b) shall not apply to amounts paid in settlement of any such Losses if such settlement is effected without the consent of those selling Holder(s) against which the request for indemnity is being made (which consent shall not be unreasonably withheld)it hereunder.

Indemnification by Holders. To (a) Each of the extent permitted by lawHolders, each selling Holder will severally and not jointly agrees that on and after the Closing it shall, to the fullest extent permitted by Law, indemnify and hold harmless Parent and the CompanySurviving Company and their respective Subsidiaries, each of its officers and Affiliates, stockholders, members, managers, directors, each personofficers, if anyemployees, who controls the Company within the meaning partners, agents and representatives, and successors and permitted assigns of the Securities Actforegoing (collectively, the “Parent Indemnified Parties”) from and against, and shall reimburse the Parent Indemnified Parties for, any investment banking firm acting as underwriter for and all damages, claims, losses, expenses, costs, obligations, injuries, fines, liens, penalties, deficiencies, diminution in value, Judgments, settlements and liabilities including, without limiting the Company or the selling Holder, or any broker/dealer acting on behalf generality of the Company or any other selling Holderforegoing, liabilities for all reasonable attorneys’, accountants’ and all other selling Holders against any such Losses to which the Company or any such directorexperts’ fees (collectively, officer“Losses”), controlling person, underwriter, or broker/dealer or other selling Holder may become subject to, under the Securities Act or otherwise, insofar as such Losses arise out of or are based upon any untrue or alleged untrue statement of any material fact contained in the Registration Statement or any preliminary prospectus or final prospectus, relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they are made, in each case to the extent and only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, in any preliminary prospectus or final prospectus relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, in reliance upon and in conformity with written information furnished by such selling Holder expressly for use in connection with the Registration Statement or any preliminary prospectus or final prospectus related thereto; and such selling Holders will reimburse any legal or other expenses reasonably incurred by the Parent Indemnified Parties and caused by or resulting from (i) any breach of a representation or warranty made by the Company in this Agreement or (ii) any such director, officer, controlling person, underwriter, broker/dealer failure by the Company to perform or other selling Holder fulfill any of its covenants set forth in connection with investigating or defending any such Lossesthis Agreement; provided, however, that no Holder’s individual liability for indemnification pursuant to this Section 8.2(a) shall exceed such Holder’s pro rata portion of the liability Loss as set forth opposite such Holder’s name on Appendix C, except to the extent an amount was paid out of the Indemnity Escrow Amount under Section 8.2(b), (e) or (g) that would prevent a pro rata allocation of the Loss. For the avoidance of doubt, the limitation on each selling Holder’s pro rata portion of the Loss described in the prior sentence shall in no way prevent Parent from being fully reimbursed out of the Escrow Fund for any Losses arising pursuant to this Section 8.2(a). (b) Each Holder, individually, agrees to indemnify and hold harmless the Parent Indemnified Parties from and against any Losses incurred by the Parent Indemnified Parties and caused by or resulting from (i) any breach of a representation or warranty made by the Holder hereunder or (ii) any failure by such Holder to perform or fulfill any covenant of such Holder set forth in this Agreement. (c) In the event that any indemnifiable Loss pursuant to this Section 8.2 reduces the Final Purchase Price under Section 2.6, such Loss shall not also be subject to indemnification hereunder. (d) Except to the extent of fraud or willful breach of covenants, representations or warranties from and after the Closing Date, to the fullest extent permitted by Law, the sole and exclusive remedy for any breach of a covenant, representation or warranty by any Holder or the Company or by Parent or Merger Sub under or pursuant to this Agreement or otherwise relating to the subject matter of this Agreement shall be limited a claim for indemnification pursuant to this Article 8. (e) Any amounts that Holders are required to pay under this Section 8.2 shall be paid to Parent first out of the gross proceeds (net of underwriting discounts and commissionsIndemnity Escrow Amount, if any) received by but any such selling Holder amounts that relate to Losses resulting solely from the sale breach by any specific Holder(s) of Registrable Securities covered by a representation or warranty set forth in Article 4 shall not be paid out of the Registration StatementIndemnity Escrow Amount in excess of such Holder’s pro-rata share of the Final Purchase Price; and provided, further, however, that any amounts payable as a result of a breach of the indemnity agreement contained representations and warranties in Section 4.6, shall be paid out of the Indemnity Escrow Amount in an amount up to the Original Blocker Stock Price less $950,000, regardless of the pro rata share of the Final Purchase Price received by any of the Blocker Entities. (f) No Holder shall be liable for any indemnification obligation pursuant to this Section 8.2 in excess of the aggregate consideration received by such Holder hereunder; provided, however, that claims against Blocker Holdco pursuant to subsection (g) below shall not be subject to such limitation. (g) Blocker Holdco agrees to indemnify and hold harmless the Parent Indemnified Parties from and against any Losses incurred by the Parent Indemnified Parties and caused by or resulting from (i) any breach of a representation or warranty made by Blocker Holdco in Section 4.6 or (ii) any failure by the Blocker Entities to perform or fulfill any of their covenants set forth in this Agreement. For the avoidance of doubt, Blocker Holdco’s obligation set forth in this Section 9(b8.2(g) shall is not apply subject to amounts paid in settlement of any such Losses if such settlement is effected without the consent of those selling Holder(s) against which Basket or the request for indemnity is being made (which consent shall not be unreasonably withheld)Cap.

Indemnification by Holders. To Each Holder of Registrable Securities participating in any registration hereunder shall severally, and not jointly, indemnify and hold harmless, to the fullest extent permitted by law, each selling Holder will severally and not jointly indemnify and hold harmless the CompanyPRGX, each of its officers and directors, officers, employees, affiliates and agents, and each person, if any, Person who controls the Company PRGX (within the meaning of the Securities Act) (collectively, "PRGX Indemnified Parties") against all losses, claims, damages, liabilities and expenses, joint or several (including reasonable fees of counsel and any investment banking firm acting as underwriter for the Company amounts paid in settlement effected with such Holder's consent, which consent shall not be unreasonably delayed or the selling Holder, or any broker/dealer acting on behalf of the Company or any other selling Holder, and all other selling Holders against any such Losses withheld) to which the Company or any such director, officer, controlling person, underwriter, or broker/dealer or other selling Holder PRGX Indemnified Parties may become subject to, under the Securities Act Act, the Exchange Act, any other federal law, any state or common law or otherwise, insofar as such Losses arise out of losses, claims, damages, liabilities or expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) are based upon caused by (i) any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement any registration statement in which such Holder's Registrable Securities were included or any preliminary prospectus or final prospectus, relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in the light of the circumstances in under which they are were made, not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in each case any preliminary, final or summary prospectus, together with the documents incorporated by reference therein (as amended or supplemented if PRGX shall have filed with the Commission any 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 extent statements therein, in the light of the circumstances under which they were made, not misleading (in the cases described in clauses (i) and (ii) of this Section 6.2, such indemnification by such Holder of Registrable Securities shall apply only to the extent that such untrue statement or alleged omission is contained in any information furnished in writing by such Holder for use in the preparation of the documents described in such clauses (i) and (ii)), (iii) any violation by such Holder of the Securities Act, the Exchange Act, any other federal law, any state or common law, or any rule or regulation promulgated thereunder applicable to such Holder and relating to action of or inaction by such Holder in connection with any such registration other than in connection with any such violation relating to an untrue statement or omission of a material fact relating to information provided by PRGX contained in a preliminary prospectus or alleged omission was made in the Registration Statementprospectus hereunder, in and (iv) with respect to any preliminary prospectus delivered in a non-underwritten offering, the fact that such Holder sold Registrable Securities to a person to whom there was not sent or final given, at or before the written confirmation of such sale, a copy of the prospectus (excluding the documents incorporated by reference) or of the prospectus as then amended or supplemented (excluding documents incorporated by reference) if PRGX has previously furnished copies thereof to such Holder in compliance with this Agreement and the loss, claim, damage, liability or expense of such PRGX Indemnified Party results from an untrue statement or omission of a material fact relating thereto or to information provided by such Holder contained in any amendments or supplements to the Registration Statement or any such preliminary prospectus which was corrected in the prospectus (or final prospectusthe prospectus as amended or supplemented) and such corrected document provides a defense to the claim upon which such loss, claim, damage, liability or expense was based. Such indemnity obligation shall remain in reliance upon full force and in conformity with written information furnished effect regardless of any investigation made by or on behalf of PRGX Indemnified Parties (except as provided above) and shall survive the transfer of such securities by such selling Holder expressly for use in connection with the Registration Statement or any preliminary prospectus or final prospectus related thereto; and such selling Holders will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter, broker/dealer or other selling Holder in connection with investigating or defending any such Losses; provided, however, that the liability of each selling Holder hereunder shall be limited to the gross proceeds (net of underwriting discounts and commissions, if any) received by such selling Holder from the sale of Registrable Securities covered by the Registration Statement; and provided, further, however, that the indemnity agreement contained in this Section 9(b) shall not apply to amounts paid in settlement of any such Losses if such settlement is effected without the consent of those selling Holder(s) against which the request for indemnity is being made (which consent shall not be unreasonably withheld)Holder.

Indemnification by Holders. To Each Participating Holder, for the extent permitted by lawsale of Registrable Securities included in any registration statement filed pursuant to section 2.1 or 2.2, each selling Holder will severally and not jointly indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this section 2.6) the Company, each director of its officers and directorsthe Company, each personofficer of the Company who signs the registration statement and each other Person, if any, who controls the Company within the meaning of the Securities Act, with respect to any investment banking firm acting as underwriter for the Company statement or the selling Holderalleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any broker/dealer acting on behalf of amendment or supplement thereto, or any application, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information prepared and furnished to the Company by such Participating Holder specifically for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or any other selling Holder, and all other selling Holders against any such Losses to which the Company or any such director, officer, controlling person, underwritersupplement, or broker/dealer or other selling Holder may become subject tosuch application, under the Securities Act or otherwise, insofar as such Losses arise out of or are based upon which information contained any untrue or alleged untrue statement of any material fact contained in the Registration Statement or any preliminary prospectus or final prospectus, relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, or arise out of or are based upon the omission or alleged omission omitted to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading. Such indemnity shall remain in light full force and effect, regardless of the circumstances in which they are made, in each case to the extent and only to the extent that such untrue statement any investigation made by or alleged untrue statement or omission or alleged omission was made in the Registration Statement, in any preliminary prospectus or final prospectus relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, in reliance upon and in conformity with written information furnished by such selling Holder expressly for use in connection with the Registration Statement or any preliminary prospectus or final prospectus related thereto; and such selling Holders will reimburse any legal or other expenses reasonably incurred by on behalf of the Company or any such director, officer, officer or controlling person, underwriter, broker/dealer or other selling Holder in connection with investigating or defending any Person and shall survive the transfer of such Losses; provided, however, that the liability of each selling Holder hereunder shall be limited to the gross proceeds (net of underwriting discounts and commissions, if any) received securities by such selling Holder from the sale of Registrable Securities covered by the Registration Statement; and provided, further, however, that the Participating Holder. The indemnity agreement contained in this Section 9(bsection 2.6(b) shall not apply to amounts paid in settlement of any such Losses loss, claim, damage, liability or action if such settlement is effected without the consent of those selling Holder(s) against which the request for indemnity is being made such Participating Holder (which consent shall not be unreasonably withheld). The indemnity provided by each Participating Holder under this section 2.6(b) shall be provided severally and not jointly with any other seller or prospective seller of securities and shall be limited in amount to the net amount of proceeds received by each Participating Holder from the sale of Registrable Securities pursuant to such registration statement.