Common use of Indemnification by Hxxxxx Clause in Contracts

Indemnification by Hxxxxx. In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantors, their respective directors and each Person, if any, who controls (within the meaning of Section 15 of the Securities Act and Section 20(a) of the Exchange Act) the Company and the Guarantors, and the directors, officers and partners of such controlling persons, to the fullest extent lawful, from and against all Losses arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading to the extent, but only to the extent, that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact contained in or omitted from any information so furnished in writing by such Holder to the Company and the Guarantors expressly for use therein. Notwithstanding the foregoing, in no event shall the liability of any selling Holder be greater in amount than such Holder’s Maximum Contribution Amount (as defined below).

Indemnification by Hxxxxx. In connection with any Registration StatementThe Holder shall, Prospectus or form of prospectusseverally and not jointly, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantorsits directors, their respective directors 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(a) 20 of the Exchange Act) the Company and the Guarantors), and the directors, officers and partners officers, agents or employees of such controlling personsPersons, to the fullest extent lawfulpermitted by applicable law, from and against all Losses Losses, as incurred, arising out of or based upon solely upon: (x) the Holder’s failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus any Prospectus, or any form of prospectus prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading (i) to the extent, but only to the extent, that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information so furnished in writing by such the Holder to the Company and specifically for inclusion in such Registration Statement or such Prospectus or (ii) to the Guarantors extent that (1) such untrue statements or omissions are based solely upon information regarding the Holder furnished in writing to the Company by the Holder expressly for use therein, or to the extent that such information relates to such Holder or such Hxxxxx’s proposed method of distribution of Warrant Shares and was reviewed and expressly approved in writing by the Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Axxxx A to this Warrant hereto for that purpose), such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (2) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v) of the Registration Rights Agreement, the use by the Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 17(b). Notwithstanding the foregoing, in In no event shall the liability of any the selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by the Holder upon the sale of the Warrant Shares giving rise to such Holder’s Maximum Contribution Amount (as defined below)indemnification obligation.

Indemnification by Hxxxxx. In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a The Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantorsits directors, their respective directors 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(a) 20 of the Exchange Act) the Company and the Guarantors), and the directors, officers and partners officers, agents or employees of such controlling personsPersons, to the fullest extent lawfulpermitted by applicable law, from and against all Losses Losses, as incurred, to the extent arising out of or based upon solely upon: (x) the Holder’s failure to comply with any applicable prospectus delivery requirements of the Securities Act through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or form of prospectus any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of any Prospectus or supplement thereto, in the light of the circumstances under which they were made, ) not misleading (i) to the extent, but only to the extent, that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s proposed method of distribution of Registrable Securities and the Guarantors was reviewed and expressly approved in writing by such Holder expressly for use thereinin a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), to the extent, but only to the extent, related to the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, defective, or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. Notwithstanding the foregoing, in In no event shall the liability of any selling Holder under this Section 5(b) be greater in amount than the dollar amount of the net proceeds received by such Holder’s Maximum Contribution Amount (as defined below).Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. ENDEXX M2B and 3A Registration Rights Agreement August 2022.4

Indemnification by Hxxxxx. In connection with Holder will, in the event that any Registration Statementregistration is being effected under the Securities Act pursuant to this Agreement of any of its Registrable Securities, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantors, their respective each of its directors and each Personofficers against any losses, if anyclaims, who controls judgments, damages or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities (within the meaning of Section 15 of the Securities Act and Section 20(aor actions in respect thereof) of the Exchange Act) the Company and the Guarantors, and the directors, officers and partners of such controlling persons, to the fullest extent lawful, from and against all Losses arising arise out of or are based upon any untrue statement or alleged allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, Prospectus or form of prospectus or in any amendment or supplement thereto or to the Registration Statement, any “free writing prospectus” (as defined in any preliminary prospectusRule 405 under the Securities Act), or any “issuer information” (as defined in Rule 433 under the Securities Act) or any “road show” (as defined in Rule 433 under the Securities Act), or arise out of or are based upon any omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereinstatement therein not misleading, in if the light of the circumstances under which they were made, not misleading to the extent, but only to the extent, that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact contained was made in or omitted from any reliance upon and in conformity with information so furnished in writing by such Holder to the Company and the Guarantors by Hxxxxx expressly for use therein. Notwithstanding Hxxxxx’s indemnification obligations hereunder shall be limited to the foregoing, in no event shall the liability amount of any selling Holder be greater in amount than such Holder’s Maximum Contribution Amount (as defined below)net proceeds actually received by Hxxxxx.

Indemnification by Hxxxxx. In connection with any Registration StatementThe Holder shall, Prospectus or form of prospectusseverally and not jointly, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantorsits directors, their respective directors 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(a) 20 of the Exchange Act) the Company and the Guarantors), and the directors, officers and partners officers, agents or employees of such controlling personsPersons, to the fullest extent lawfulpermitted by applicable law, from and against all Losses Losses, as incurred, arising out of or based upon solely upon: (x) the Holder’s failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus any Prospectus, or any form of prospectus prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading (i) to the extent, but only to the extent, that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information so furnished in writing by such the Holder to the Company and specifically for inclusion in such Registration Statement or such Prospectus or (ii) to the Guarantors extent that (1) such untrue statements or omissions are based solely upon information regarding the Holder furnished in writing to the Company by the Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Warrant Shares and was reviewed and expressly approved in writing by the Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A to this Warrant, with any amendments thereto required by changes in applicable securities laws from the date hereof until the filing of the Registration Statement that are not inconsistent with Annex A to the Registration Rights Agreement, for this purpose), such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (2) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v) of the Registration Rights Agreement, the use by the Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 17(b). Notwithstanding the foregoing, in In no event shall the liability of any the selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by the Holder upon the sale of the Warrant Shares giving rise to such Holder’s Maximum Contribution Amount (as defined below)indemnification obligation.

Indemnification by Hxxxxx. In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantors, their respective directors and each Person, if any, who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and Section 20(a) of the Exchange Act) the Company and the Guarantors), and the directors, officers and partners of such controlling persons, to the fullest extent lawful, from and against all Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading to the extent, but only to the extent, that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely primarily from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact contained in or omitted from any information so furnished in writing by such Holder to the Company and the Guarantors expressly for use therein. Notwithstanding the foregoing, in no event shall the liability of any selling Holder be greater in amount than such Holder’s Maximum Contribution Amount (as defined below).

Indemnification by Hxxxxx. In connection with any Registration StatementThe Holder shall, Prospectus or form of prospectusseverally and not jointly, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantorsits directors, their respective directors 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(a) 20 of the Securities Exchange Act) the Company and the GuarantorsAct of 1934, as amended), and the officers, directors, officers members, stockholders, partners, agents and partners employees (and any other persons with a functionally equivalent role of a person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling personsperson, to the fullest extent lawfulpermitted by applicable law, from and against all Losses Losses, as incurred, to the extent arising out of or based upon solely upon: (x) such Holder’s failure to comply with any applicable prospectus delivery requirements of the Securities Act through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or form of prospectus any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of any Prospectus or supplement thereto, in the light of the circumstances under which they were made, ) not misleading (i) to the extent, but only to the extent, extent that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information so furnished in writing by such Holder to the Company and the Guarantors expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent that such information relates to such Holder’s proposed method of distribution of the Warrant Shares and was provided to such Holder prior to filing in the Registration Statement and expressly approved in writing by such Holder, such Prospectus or in any amendment or supplement thereto or (iii) to the extent related to the use thereinby such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder. Notwithstanding the foregoing, in In no event shall the liability of any selling the Holder pursuant this Section5(o) be greater in amount than the dollar amount of the net proceeds received by such Holder’s Maximum Contribution Amount Holder upon the sale of the Warrant Shares giving rise to such indemnification obligation. For purposes of this Warrant, (i) “Prospectus” means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as defined belowpart of an effective registration statement in reliance upon Rule 430A promulgated by the Commission pursuant to the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Warrant Shares covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus and (ii) “Registration Statement” means any registration statement, including (in each case) the Prospectus, amendments and supplements to any such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in any such registration statement.

Indemnification by Hxxxxx. In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus prospectus, and shall indemnify and hold harmless the Company, the Guarantors, their respective directors and officers and each Person, if any, who controls the Company and the Guarantors (within the meaning of Section 15 of the Securities Act and Section 20(a) of the Exchange Act) the Company and the Guarantors), and the directors, officers and partners of such controlling persons, to the fullest extent lawful, from and against all Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading to the extent, but only to the extent, that such losses Losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from based upon an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact contained in or omitted from any information so furnished in writing (or reviewed and approved in writing) by such Holder to the Company and the Guarantors expressly for use therein. Notwithstanding the foregoing, in no event shall the liability of any selling Holder be greater in amount than such Holder’s Maximum Contribution Amount (as defined below)Amount.