Common use of Indemnification by Investors Clause in Contracts

Indemnification by Investors. Each Investor shall, severally and not jointly, indemnify and hold harmless the Company, the directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses to the extent they arise out of or are based upon (x) any untrue statement of a material fact or alleged untrue statement of material fact contained in the Registration Statement, any prospectus, or any form of prospectus or amendment or supplement thereto, or (y) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, or (z) any violation or alleged violation by the Investor (or its underwriter) of the prospectus delivery requirements of the Securities Act, including, without limitation, Losses arising out of the failure to deliver, or to cause to be delivered, or alleged failure to deliver or cause to be delivered any amendments or supplements to the prospectus or supplement, if such amendment or supplement was timely made available to such Investor; provided, however, that the Investor shall be liable under this Section 7b to the extent, but only to the extent, that such untrue statement or omission is made in reliance upon or results in conformity with any information furnished in writing by such Investor to the Company specifically for use in connection with the Registration Statement or such prospectus or any amendment or supplement thereto, or to the extent that such information relates to such Investor or such Investor's proposed method of distribution of Registrable Securities and was reviewed and approved by such Investor expressly for use in the Registration Statement, such prospectus or such form of prospectus or any amendment or supplement thereto; provided, further that the Investor shall be liable under this Section 7(b) for only that amount of a claim or Losses as does not exceed the net proceeds to such Investor as result of the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by Investors. Each Investor shallInvestor, severally and not jointly, shall indemnify and hold harmless the Company, the its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), ) and the directors, officers, agents or employees of such controlling Persons, 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 the extent they arise appeal or review) arising solely out of or are based upon (x) any untrue statement of a material fact or alleged untrue statement of material fact contained in the Registration Statement, any prospectusProspectus, or any form of prospectus prospectus, or in any amendment or supplement thereto, or (y) arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, or (z) any violation or alleged violation by the Investor (or its underwriter) of the prospectus delivery requirements of the Securities Act, including, without limitation, Losses arising out of the failure to deliver, or to cause to be delivered, or alleged failure to deliver or cause to be delivered any amendments or supplements to the prospectus or supplement, if such amendment or supplement was timely made available to such Investor; provided, however, that the Investor shall be liable under this Section 7b to the extent, but only to the extent, extent that such untrue statement or omission is made contained in reliance upon or results in conformity with any information so furnished in writing by such Investor in writing to the Company specifically for use inclusion in connection with the such Registration Statement or such prospectus Prospectus or any amendment to the extent that (i) such untrue statements or supplement theretoomissions are based solely upon information regarding such Investor furnished to the Company by him, her or it in writing expressly for use therein, or to the extent that such information relates to such Investor him, her or such Investor's it or his, her or its proposed method of distribution of Registrable Securities and was reviewed and expressly approved by such Investor expressly for use in the Registration Statement (it being understood that the information provided by such Investor to the Company in Exhibits H-1, H-2 and H-3 and the Plan of Distribution set forth on Exhibit G, as the same may be modified by such Investor and other information provided by such Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), such prospectus Prospectus or such form of prospectus or in any amendment or supplement thereto; provided. In no event, further that shall such Investor’s liability hereunder be greater in amount than the Investor shall be liable under this Section 7(b) for only that dollar amount of a claim or Losses as does not exceed the net proceeds to such Investor as result of received by him, her or it upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Investors. Each Investor shallagrees, severally and not jointlyas a consequence of the inclusion of any of its Registrable Securities in a Registration Statement, to (i) indemnify and hold harmless the Company, its directors (including any person who, with his or her consent, is named in the directorsRegistration Statement as a director nominee of the Company), officersits officers who sign any Registration Statement and each Person, agents and employeesif any, each Person who controls the Company (within the meaning of either Section 15 of the Securities Act and or Section 20 of the Exchange Act), and against any losses, claims, damages or liabilities to which the directorsCompany or such other persons may become subject, officersunder the Securities Act or otherwise, agents insofar as such losses, claims, damages or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses to the extent they liabilities (or actions in respect thereof) arise out of or are based upon (xA) any an untrue statement or alleged untrue statement of a material fact or alleged untrue statement of material fact contained in such Registration Statement or Prospectus or arise out of or are based upon the Registration Statement, any prospectus, or any form of prospectus or amendment or supplement thereto, or (y) any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein (in light of the circumstances under which they were made, in the case of the Prospectus), not misleading, or (z) any violation or alleged violation by the Investor (or its underwriter) of the prospectus delivery requirements of the Securities Act, including, without limitation, Losses arising out of the failure to deliver, or to cause to be delivered, or alleged failure to deliver or cause to be delivered any amendments or supplements to the prospectus or supplement, if such amendment or supplement was timely made available to such Investor; provided, however, that the Investor shall be liable under this Section 7b in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission is or alleged omission was made in reliance upon or results and in conformity with any written information furnished in writing by such Investor to the Company specifically for use in connection with by the Registration Statement or such prospectus or any amendment or supplement thereto, or to the extent that such information relates to such Investor or such Investor's proposed method of distribution of Registrable Securities and was reviewed and approved by such Investor expressly for use therein or (B) the use by an Investor of an outdated Prospectus from and after receipt by the Investor of a notice pursuant to Section 4.2(e), and (ii) reimburse the Company for any legal or other expenses incurred by the Company in the Registration Statement, connection with investigating or defending any such prospectus action or claim as such form of prospectus or any amendment or supplement theretoexpenses are incurred; provided, further however, that the Investor shall not be liable under this Section 7(b4.6(b) for only that any amount in excess of a claim or Losses as does not exceed the net proceeds paid to such the Investor as result of the sale in respect of Registrable Securities pursuant to such Registration Statementsold by it.

Indemnification by Investors. Each Investor shall, severally and not jointly, indemnify and hold harmless the Company, the its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses to the extent they arise Losses, as incurred, arising solely out of or are based upon solely upon: (x) such Investor’s failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue statement of a material fact or alleged untrue statement of material fact contained in the any Registration Statement, any prospectusProspectus, or any form of prospectus prospectus, or in any amendment or supplement thereto, or (y) arising solely out of or based solely upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, or (z) any violation or alleged violation by the Investor (or its underwriter) of the prospectus delivery requirements of the Securities Act, including, without limitation, Losses arising out of the failure to deliver, or to cause to be delivered, or alleged failure to deliver or cause to be delivered any amendments or supplements to the prospectus or supplement, if such amendment or supplement was timely made available to such Investor; provided, however, that the Investor shall be liable under this Section 7b misleading to the extent, but only to the extentextent that, that (1) such untrue statement statements or omission is made in reliance omissions are based solely upon or results in conformity with any information regarding such Investor furnished in writing to the Company by such Investor to the Company specifically expressly for use in connection with the Registration Statement or such prospectus or any amendment or supplement theretotherein, or to the extent that such information relates to such Investor or such Investor's ’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Investor expressly for use in the Registration StatementStatement (it being understood that the Investor has approved Annex A hereto for this purpose), such prospectus Prospectus or such form of prospectus Prospectus or in any amendment or supplement thereto; providedthereto or (2) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v), further the use by such Investor of an outdated or defective Prospectus after the Company has notified such Investor in writing that the Prospectus is outdated or defective and prior to the receipt by such 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 Loss would have been corrected. In no event shall the liability of any selling Investor hereunder be liable under this Section 7(b) for only that greater in amount than the dollar amount of a claim or Losses as does not exceed the net proceeds to received by such Investor as result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statement.indemnification obligation. (c)

Indemnification by Investors. Each To the fullest extent permitted by law, each Investor shall, severally and not jointly, of Registrable Common which is included in a registration statement pursuant to the provisions hereof will indemnify and hold harmless the Company, the directors, its directors and officers, agents and employeeseach Person, each Person if any, who controls the Company (within the meaning of Section 15 the Securities Act, any other Investor selling securities pursuant to such registration statement, any controlling Person of any such selling Investor, any underwriter and any controlling Person of any such underwriter (including any broker or dealer through whom such of the shares may be sold) (each, an “Indemnitee”) from and against, and will reimburse any Indemnitee with respect to, any and all Losses to which such Indemnitee may become subject under the Securities Act and Section 20 of the Exchange Act), state securities laws or otherwise, and the directorsCompany will pay to each such Investor, officersunderwriter or controlling person any legal or other costs or expenses reasonably incurred by such person in connection with investigating or defending any such Loss, agents insofar as such Losses are caused by any untrue or employees alleged untrue statement of any material fact contained in such controlling Personsregistration statement, to the fullest extent permitted by applicable lawany prospectus contained therein or any amendment or supplement thereto, from and against all Losses to the extent they or arise out of or are based upon (x) any untrue statement of a material fact or alleged untrue statement of material fact contained in the Registration Statement, any prospectus, or any form of prospectus or amendment or supplement thereto, or (y) any omission or the alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading, or (z) any violation or alleged violation by the Investor (or its underwriter) of the prospectus delivery requirements of the Securities Act, including, without limitation, Losses arising out of the failure to deliver, or to cause to be delivered, or alleged failure to deliver or cause to be delivered any amendments or supplements to the prospectus or supplement, if such amendment or supplement was timely made available to such Investor; provided, however, that the Investor shall be liable under this Section 7b in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission is or alleged omission was so made in reliance upon or results and in conformity with any written information furnished in writing by such Investor to the Company specifically for use in connection with the Registration Statement preparation thereof, and provided, however, that the indemnity agreement in this Section 2.6(b) shall not apply to amounts paid in settlement of any such Loss if such settlement is effected without the consent of the indemnifying Investor, which consent shall not be unreasonably withheld; provided, however, that such indemnifying Investor shall not, without approval of each party being indemnified pursuant to this Section 2.6(b), which approval shall not be unreasonably withheld, consent to entry of any judgment or such prospectus enter into any settlement which does not include as an unconditional term the giving by the claimant or any amendment or supplement thereto, or plaintiff to the extent that such information relates parties being so indemnified of a release from all liability with respect to such Investor claim or such Investor's proposed method of distribution of Registrable Securities litigation; and was reviewed and approved by such Investor expressly for use in the Registration Statement, such prospectus or such form of prospectus or any amendment or supplement thereto; provided, further that the Investor shall be liable obligations of such Investors under this Section 7(b2.6(b) for only that shall be limited to the amount of a claim or Losses as does not exceed by which the net proceeds to each such Investor as result of the sale of Registrable Securities pursuant to Common from such Registration Statementoffering exceeds the amount paid (including underwriters’ discounts and commissions, if any) by such Investor in connection with such registration.

Indemnification by Investors. Each Investor shall, severally and not jointly, indemnify and hold harmless the Company, the its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, 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 the extent they arise appeal or review) arising solely out of or are based upon (x) any untrue statement of a material fact or alleged untrue statement of material fact contained in the Registration Statement, any prospectusProspectus, or any form of prospectus prospectus, or in any amendment or supplement thereto, or (y) arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, or (z) any violation or alleged violation by the Investor (or its underwriter) of the prospectus delivery requirements of the Securities Act, including, without limitation, Losses arising out of the failure to deliver, or to cause to be delivered, or alleged failure to deliver or cause to be delivered any amendments or supplements to the prospectus or supplement, if such amendment or supplement was timely made available to such Investor; provided, however, that the Investor shall be liable under this Section 7b to the extent, but only to the extent, extent that such untrue statement or omission is made contained in reliance upon or results in conformity with any information so furnished in writing by such Investor in writing to the Company specifically for use inclusion in connection with the such Registration Statement or such prospectus Prospectus or any amendment to the extent that (i) such untrue statements or supplement theretoomissions are based solely upon information regarding such Investor furnished to the Company by such Investor in writing expressly for use therein, or to the extent that such information relates to such Investor or such Investor's ’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved by such Investor expressly for use in the Registration Statement (it being understood that the Plan of Distribution set forth on Exhibit B constitutes information reviewed and expressly approved by such Investor in writing expressly 11 for use in the Registration Statement), such prospectus Prospectus or such form of prospectus Prospectus or in any amendment or supplement thereto; provided, further that . In no event shall the liability of any selling Investor shall hereunder be liable under this Section 7(b) for only that greater in amount than the dollar amount of a claim or Losses as does not exceed the net proceeds to received by such Investor as result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Investors. Each Investor shall, severally and not jointly, indemnify and hold harmless the Company, the its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, 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 the extent they arise appeal or review) arising solely out of or are based upon (x) any untrue statement of a material fact or alleged untrue statement of material fact contained in the Registration Statement, any prospectusProspectus, or any form of prospectus prospectus, or in any amendment or supplement thereto, or (y) arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, or (z) any violation or alleged violation by the Investor (or its underwriter) of the prospectus delivery requirements of the Securities Act, including, without limitation, Losses arising out of the failure to deliver, or to cause to be delivered, or alleged failure to deliver or cause to be delivered any amendments or supplements to the prospectus or supplement, if such amendment or supplement was timely made available to such Investor; provided, however, that the Investor shall be liable under this Section 7b to the extent, but only to the extent, extent that such untrue statement or omission is made contained in reliance upon or results in conformity with any information so furnished in writing by such Investor in writing to the Company specifically for use inclusion in connection with the such Registration Statement or such prospectus Prospectus or any amendment to the extent that (i) such untrue statements or supplement theretoomissions are based solely upon information regarding such Investor furnished to the Company by such Investor in writing expressly for use therein, or to the extent that such information relates to such Investor or such Investor's ’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved by such Investor expressly for use in the Registration Statement (it being understood that the information provided by the Investor to the Company in Exhibits B-0, X-0 and B-3 and the Plan of Distribution set forth on Exhibit D, as the same may be modified by such Investor and other information provided by the Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), such prospectus Prospectus or such form of prospectus or in any amendment or supplement thereto; provided, further that . In no event shall the liability of any selling Investor shall hereunder be liable under this Section 7(b) for only that greater in amount than the dollar amount of a claim or Losses as does not exceed the net proceeds to received by such Investor as result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Investors. Each Investor shall, severally and not jointly, indemnify and hold harmless the Company, the its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses to the extent they arise arising solely out of or are based upon (x) any untrue statement of a material fact or alleged untrue statement of material fact contained in the Registration Statement, any prospectusProspectus, or any form of prospectus prospectus, or in any amendment or supplement thereto, or (y) arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, or (z) any violation or alleged violation by the Investor (or its underwriter) of the prospectus delivery requirements of the Securities Act, including, without limitation, Losses arising out of the failure to deliver, or to cause to be delivered, or alleged failure to deliver or cause to be delivered any amendments or supplements to the prospectus or supplement, if such amendment or supplement was timely made available to such Investor; provided, however, that the Investor shall be liable under this Section 7b to the extent, but only to the extent, extent that such untrue statement or omission is made contained in reliance upon or results in conformity with any information so furnished in writing by such Investor in writing to the Company specifically for use inclusion in connection with the such Registration Statement or such prospectus Prospectus or any amendment to the extent that (i) such untrue statements or supplement theretoomissions are based solely upon information regarding such Investor furnished to the Company by such Investor in writing expressly for use therein, or to the extent that such information relates to such Investor or such Investor's ’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved by such Investor expressly for use in the Registration Statement (it being understood that the information provided by the Investor to the Company in Exhibits C-1, C-2 and C-3 and the Plan of Distribution set forth on Exhibit E, as the same may be modified by such Investor, constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), such prospectus Prospectus or such form of prospectus Prospectus or in any amendment or supplement thereto; provided, further that . In no event shall the liability of any selling Investor shall hereunder be liable under this Section 7(b) for only that greater in amount than the dollar amount of a claim or Losses as does not exceed the net proceeds to (after discounts and commissions but before expenses) received by such Investor as result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Investors. Each Investor shallagrees, severally and not jointly, as a consequence of the inclusion of any of its Registrable Securities in a Registration Statement to (i) indemnify and hold harmless the Company, its directors (including any person who, with his or her consent, is named in the directorsRegistration Statement as a director nominee of the Company), officersits officers who sign any Registration Statement and each Person, agents and employeesif any, each Person who controls the Company (within the meaning of either Section 15 of the Securities Act and or Section 20 of the Exchange Act), and against any losses, claims, damages or liabilities to which the directorsCompany or such other persons may become subject, officersunder the Securities Act or otherwise, agents insofar as such losses, claims, damages or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses to the extent they liabilities (or actions in respect thereof) arise out of or are based upon (xA) any an untrue statement or alleged untrue statement of a material fact or alleged untrue statement of material fact contained in such Registration Statement or Prospectus or arise out of or are based upon the Registration Statement, any prospectus, or any form of prospectus or amendment or supplement thereto, or (y) any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein (in light of the circumstances under which they were made, in the case of the Prospectus), not misleading, or (z) any violation or alleged violation by the Investor (or its underwriter) of the prospectus delivery requirements of the Securities Act, including, without limitation, Losses arising out of the failure to deliver, or to cause to be delivered, or alleged failure to deliver or cause to be delivered any amendments or supplements to the prospectus or supplement, if such amendment or supplement was timely made available to such Investor; provided, however, that the Investor shall be liable under this Section 7b in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission is or alleged omission was made in reliance upon or results and in conformity with any written information furnished in writing by such Investor to the Company specifically for use in connection with by the Registration Statement or such prospectus or any amendment or supplement thereto, or to the extent that such information relates to such Investor or such Investor's proposed method of distribution of Registrable Securities and was reviewed and approved by such Investor expressly for use therein or (B) the use by an Investor of an outdated Prospectus from and after receipt by the Investor of a notice pursuant to Section 4.2(e), and (ii) reimburse the Company for any legal or other expenses incurred by the Company in the Registration Statement, connection with investigating or defending any such prospectus action or claim as such form of prospectus or any amendment or supplement theretoexpenses are incurred; provided, further however, that the Investor shall not be liable under this Section 7(b4.6(b) for only that any amount in excess of a claim or Losses as does not exceed the net proceeds paid to such the Investor as result of the sale in respect of Registrable Securities pursuant to such Registration Statementsold by it.

Indemnification by Investors. Each Investor shall, severally and not jointly, indemnify and hold harmless the Company, the its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, 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 the extent they arise appeal or review) arising solely out of or are based upon (x) any untrue statement of a material fact or alleged untrue statement of material fact contained in the Registration Statement, any prospectusProspectus, or any form of prospectus prospectus, or in any amendment or supplement thereto, or (y) arising solely out of any omission or alleged omission 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, or (z) any violation or alleged violation by in the Investor (or its underwriter) light of the prospectus delivery requirements of the Securities Act, including, without limitation, Losses arising out of the failure to deliver, or to cause to be delivered, or alleged failure to deliver or cause to be delivered any amendments or supplements to the prospectus or supplement, if such amendment or supplement was timely made available to such Investor; provided, however, that the Investor shall be liable circumstances under this Section 7b which they were made) not misleading to the extent, but only to the extent, that such untrue statement or omission is made contained in reliance upon or results in conformity with any information so furnished in writing by such Investor to the Company specifically for use inclusion in connection with the such Registration Statement or such prospectus Prospectus or any amendment to the extent that (i) such untrue statements or supplement theretoomissions are based solely upon information regarding such Investor furnished in writing to the Company by such Investor expressly for use therein, or to the extent that such information relates to such Investor or such Investor's proposed method of distribution of Registrable Registerable Securities and was reviewed and expressly approved in writing by such Investor expressly for use in the Registration Statement, such prospectus Prospectus or such form of prospectus Prospectus or in any amendment or supplement thereto; providedthereto or (ii) in the case of an occurrence of an event of the type specified in Section 2.1(c)(v)-(vii), further the use by such Investor of an outdated or defective Prospectus after the Company has notified such Investor in writing that the Prospectus is outdated or defective and prior to the receipt by such Investor of the Advice contemplated in Section 2.4. In no event shall the liability of any selling Investor hereunder be liable under this Section 7(b) for only that greater in amount than the dollar amount of a claim or Losses as does not exceed the net proceeds to received by such Investor as result of upon the sale of Registrable the Registerable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Investors. Each Investor shall, severally and not jointlyjointly and notwithstanding any termination of this Agreement, indemnify and hold harmless the Company, the its directors, officers, agents agents, and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities 1933 Act and Section 20 of the Exchange Act), and the directors, officers, agents or partners, members, agents, and employees of each such controlling PersonsPerson, to the fullest extent permitted by applicable law, from and against any and all Losses to the extent they arise Losses, as incurred, arising out of or are based upon (x) any untrue statement of a material fact or alleged untrue statement of material fact contained in the Registration Statement, any prospectusProspectus, or any form of prospectus Company prospectus, or in any amendment or supplement thereto, or (y) in any omission Company preliminary prospectus, or alleged arising out of or relating to any omission 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, or (z) any violation or alleged violation by in the Investor (or its underwriter) light of the prospectus delivery requirements of the Securities Act, including, without limitation, Losses arising out of the failure to deliver, or to cause to be delivered, or alleged failure to deliver or cause to be delivered any amendments or supplements to the prospectus or supplement, if such amendment or supplement was timely made available to such Investor; provided, however, that the Investor shall be liable circumstances under this Section 7b which they were made) not misleading to the extent, but only to the extent, that (A) such untrue statement statements, or omission is made in reliance omissions are based upon or results in conformity with any information furnished in writing to the Company by such Investor to the Company specifically expressly for use in connection with the Registration Statement or such prospectus or any amendment or supplement theretotherein, or to the extent that such information relates to such Investor or such Investor's ’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved by such Investor expressly for use in the Registration Statement, such prospectus Prospectus or such form of prospectus Prospectus or in any amendment or supplement thereto; providedthereof or (B) in the case of an occurrence of an event of the type specified in Section 6.2(c)(v)-(vii), further the use by such Investor of an outdated or defective Prospectus after the Company has notified such Investor in writing that the Prospectus is outdated or defective and prior to the receipt by such Investor of the Advice contemplated in Section 6.5. In no event shall the liability of any selling Investor hereunder be liable under this Section 7(b) for only that greater in amount than the dollar amount of a claim or Losses as does not exceed the net proceeds to received by such Investor as result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation. Such Investor shall notify the Company promptly of the institution, threat, or assertion of any Proceeding of which such Investor is aware in connection with the transactions contemplated by this Agreement.

Indemnification by Investors. Each Investor shall, severally and not jointly, indemnify and hold harmless the Company, the its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses to the extent they arise arising solely out of or are based upon (x) any untrue statement of a material fact or alleged untrue statement of material fact contained in the Registration Statement, any prospectusProspectus, or any form of prospectus prospectus, or in any amendment or supplement thereto, or (y) arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, or (z) any violation or alleged violation by the Investor (or its underwriter) of the prospectus delivery requirements of the Securities Act, including, without limitation, Losses arising out of the failure to deliver, or to cause to be delivered, or alleged failure to deliver or cause to be delivered any amendments or supplements to the prospectus or supplement, if such amendment or supplement was timely made available to such Investor; provided, however, that the Investor shall be liable under this Section 7b to the extent, but only to the extent, extent that such untrue statement or omission is made contained in reliance upon or results in conformity with any information so furnished in writing by such Investor in writing to the Company specifically for use inclusion in connection with the such Registration Statement or such prospectus Prospectus or any amendment to the extent that such untrue statements or supplement theretoomissions are based solely upon information regarding such Investor furnished to the Company by such Investor in writing expressly for use therein, or to the extent that such information relates to such Investor or such Investor's ’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved by such Investor expressly for use in the Registration Statement (it being understood that the information provided by the Investor to the Company in Exhibits B-0, X-0 and B-3 and the Plan of Distribution set forth on Exhibit C, as the same may be modified by such Investor and other information provided by the Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), such prospectus Prospectus or such form of prospectus Prospectus or in any amendment or supplement thereto; provided, further that . In no event shall the liability of any selling Investor shall hereunder be liable under this Section 7(b) for only that greater in amount than the dollar amount of a claim or Losses as does not exceed the net proceeds to received by such Investor as result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Investors. Each Investor shall, agrees (severally and not jointly, ) to indemnify and hold harmless the Company, the directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Personsharmless, to the fullest extent permitted by applicable law, Parent, its directors and officers and each Person who controls Parent (within the meaning of the Securities Act or the Exchange Act), and each other Investor, each of such other Investor’s respective direct or indirect partners, members or shareholders and each of such partner’s, member’s or shareholder’s partners members or shareholders and, with respect to all of the foregoing Persons, each of their respective Affiliates, employees, directors, officers, trustees or agents and each Person who controls (within the meaning of the Securities Act or the Exchange Act) such Persons and each of their respective Representatives from and against all any Losses to the extent they arise out of or are based upon resulting from (xi) any untrue statement of a material fact in any Registration Statement under which such Registrable Securities were Registered under the Securities Act (including any final, preliminary or alleged untrue statement of material fact summary Prospectus contained in the Registration Statement, any prospectus, therein or any form of prospectus amendment or supplement thereto or any documents incorporated by reference therein) or any Issuer Free Writing Prospectus or amendment or supplement thereto, or (yii) any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, preliminary Prospectus or Issuer Free Writing Prospectus, in light of the circumstances under which they were made) not misleading, or (z) any violation or alleged violation by the Investor (or its underwriter) of the prospectus delivery requirements of the Securities Act, including, without limitation, Losses arising out of the failure to deliver, or to cause to be delivered, or alleged failure to deliver or cause to be delivered any amendments or supplements to the prospectus or supplement, if such amendment or supplement was timely made available to such Investor; provided, however, that the Investor shall be liable under this Section 7b in each case to the extent, but only to the extent, that such untrue statement or omission is made contained in reliance upon or results in conformity with any information furnished in writing by such Investor to the Company Parent specifically for use inclusion in connection such Registration Statement and has not been corrected in a subsequent writing prior to or concurrently with the Registration Statement or such prospectus or any amendment or supplement thereto, or sale of the Registrable Securities to the extent Person asserting the claim, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) was made in such Registration Statement, prospectus, offering circular, Issuer Free Writing Prospectus or other document, in reliance upon and in conformity with written information relates furnished to such Investor or such Investor's proposed method of distribution of Registrable Securities and was reviewed and approved Parent by such Investor expressly for use therein. In no event shall the liability of such Investor hereunder be greater in amount than the Registration Statement, such prospectus or such form of prospectus or any amendment or supplement thereto; provided, further that the Investor shall be liable under this Section 7(b) for only that dollar amount of a claim or Losses as does not exceed the net proceeds to received by such Investor as result of under the sale of Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Investors. Each Investor shall, severally and not jointly, indemnify and hold harmless the Company, the its directors, officers, agents and employees, each Person person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Personspersons, to the fullest extent permitted by applicable law, from and against all Losses Losses, as incurred, to the extent they arise arising out of or are based solely upon (x) such Investor’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 or alleged untrue statement of material fact contained in the any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or any form arising out of prospectus or amendment or supplement thereto, or (y) relating to any omission or alleged omission of a material fact required to be stated therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) or necessary to make the statements therein not misleading, or misleading (zi) any violation or alleged violation by the Investor (or its underwriter) of the prospectus delivery requirements of the Securities Act, including, without limitation, Losses arising out of the failure to deliver, or to cause to be delivered, or alleged failure to deliver or cause to be delivered any amendments or supplements to the prospectus or supplement, if such amendment or supplement was timely made available to such Investor; provided, however, that the Investor shall be liable under this Section 7b to the extent, but only to the extent, that such untrue statement or omission is made contained in reliance upon or results in conformity with any information so furnished in writing by such Investor to the Company in such Investor’s capacity as a selling Investor specifically and expressly for use inclusion in connection with the such Registration Statement or such prospectus Prospectus or any amendment or supplement thereto, or (ii) to the extent that such information relates to such Investor or such Investor's ’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Investor expressly for use in a Registration Statement (it being understood that the Registration StatementInvestor has approved Annex A hereto for this purpose), such prospectus Prospectus or such form of prospectus or in any amendment or supplement thereto; providedthereto or (ii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), further the use by such Investor of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Investor in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Investor and prior to the receipt by such Investor of the Advice contemplated in Section 7(d). In no event shall be liable the liability of any selling Investor under this Section 7(b6(b) for only that be greater in amount than the dollar amount of a claim or Losses as does not exceed the net proceeds to received by such Investor as result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Investors. Each Investor shall, severally and not jointly, notwithstanding any termination of this Agreement, indemnify and hold harmless the Company, the its directors, officers, agents and employees, employees and each Person who controls the Company (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses to the extent they arise (i) arising out of or are based upon on any misrepresentation or breach of any representation or warranty made by such Investor in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby or (xii) arising out of (A) any violation or purported violation of securities laws by such Investor in connection with any resale of Registrable Securities and (B) any untrue statement of a material fact or alleged untrue statement of material fact contained in the Registration Statement, any prospectusProspectus, or any form of prospectus prospectus, or in any amendment or supplement thereto, or (y) arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, or (z) any violation or alleged violation by the Investor (or its underwriter) of the prospectus delivery requirements of the Securities Act, including, without limitation, Losses arising out of the failure to deliver, or to cause to be delivered, or alleged failure to deliver or cause to be delivered any amendments or supplements to the prospectus or supplement, if such amendment or supplement was timely made available to such Investor; provided, however, that the Investor shall be liable under this Section 7b to the extent, but only to the extent, extent that such untrue statement statements or omission is made in reliance omissions are based solely upon or results in conformity with any information regarding such Investor furnished in writing to the Company by such Investor to the Company specifically or its agent in writing expressly for use in connection with the Registration Statement or such prospectus or any amendment or supplement theretotherein, or to the extent that such information relates to such Investor or such Investor's ’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Investor or its agent expressly for use in the Registration Statement, such prospectus Prospectus or such form of prospectus or in any amendment or supplement thereto; provided, further thereto (it being understood that the information provided by the Investor to the Company in Exxxxxxx X-0, X-0 xnd D-3 to the Series C SPA and the Plan of Distribution set forth on Exhibit F hereto, as the same may be modified by such Investor and other information provided by the Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement and Prospectus, as applicable). In no event shall the liability of any selling Investor hereunder be liable under this Section 7(b) for only that greater in amount than the dollar amount of a claim or Losses as does not exceed the net proceeds to received by such Investor as result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Investors. Each Investor shall, severally and not jointly, indemnify and hold harmless the Company, the its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, 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 the extent they arise appeal or review) arising solely out of or are based upon (x) any untrue statement of a material fact or alleged untrue statement of material fact contained in the any Registration Statement, any prospectusProspectus, or any form of prospectus prospectus, or in any amendment or supplement thereto, or (y) arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, or (z) any violation or alleged violation by the Investor (or its underwriter) of the prospectus delivery requirements of the Securities Act, including, without limitation, Losses arising out of the failure to deliver, or to cause to be delivered, or alleged failure to deliver or cause to be delivered any amendments or supplements to the prospectus or supplement, if such amendment or supplement was timely made available to such Investor; provided, however, that the Investor shall be liable under this Section 7b to the extent, but only to the extent, extent that such untrue statement or omission is made contained in reliance upon or results in conformity with any information so furnished in writing by such Investor in writing to the Company specifically for use inclusion in connection with the subject Registration Statement or Prospectus or to the extent that (i) such prospectus untrue statements or any amendment or supplement theretoomissions are based solely upon information regarding such Investor furnished to the Company by such Investor in writing expressly for use therein, or to the extent that such information relates to such Investor or such Investor's ’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Investor expressly for use in the subject Registration Statement (it being understood that the information provided by the Investor to the Company in Exhibits X-0, X-0 and B-3 and the Plan of Distribution set forth on Exhibit D, as the same may be modified by such Investor and other information provided by the Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in a Registration Statement), such prospectus Prospectus or such form of prospectus Prospectus or in any amendment or supplement thereto; provided, further that . In no event shall the liability of any selling Investor shall hereunder be liable under this Section 7(b) for only that greater in amount than the dollar amount of a claim or Losses as does not exceed the net proceeds to received by such Investor as result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Investors. Each Investor shall, severally and not jointly, indemnify and hold harmless the Company, the its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses to the extent they arise arising out of or are based upon relating to (xi) any misrepresentation or breach of any representation or warranty made by such Investor in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, (ii) any breach of any covenant, agreement or obligation of such Investor contained in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, (iii) arising out of any untrue statement of a material fact or alleged untrue statement of material fact contained in the Registration Statement, any prospectusProspectus, or any form of prospectus prospectus, or in any amendment or supplement thereto, or (y) arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, or (z) any violation or alleged violation by the Investor (or its underwriter) of the prospectus delivery requirements of the Securities Act, including, without limitation, Losses arising out of the failure to deliver, or to cause to be delivered, or alleged failure to deliver or cause to be delivered any amendments or supplements to the prospectus or supplement, if such amendment or supplement was timely made available to such Investor; provided, however, that the Investor shall be liable under this Section 7b to the extent, but only to the extent, extent that such untrue statement or omission is made contained in reliance upon or results in conformity with any information so furnished by or on behalf of such Investor in writing by such Investor to the Company specifically for use inclusion in connection with the such Registration Statement or such prospectus Prospectus or any amendment to the extent that such untrue statements or supplement theretoomissions are based upon information regarding such Investor furnished to the Company by or on behalf of such Investor in writing expressly for use therein, or to the extent that such information relates to such Investor or such Investor's ’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved by or on behalf of such Investor expressly for use in the Registration Statement (it being understood that the information provided by the Investor to the Company in Exhibits X-0, X-0 and B-3 and the Plan of Distribution set forth on Exhibit D, as the same may be modified by or on behalf of such Investor and other information provided by or on behalf of the Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), such prospectus Prospectus or such form of prospectus Prospectus or in any amendment or supplement thereto; provided, further that . In no event shall the liability of any selling Investor shall hereunder be liable under this Section 7(b) for only that greater in amount than the dollar amount of a claim or Losses as does not exceed the net proceeds to received by such Investor as result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation. The preceding to the contrary notwithstanding: (I) the maximum liability of each such Investor under clauses (i) and (ii) of this Section 6.4(b) shall in no event exceed the purchase price set forth opposite such Investor’s name on Exhibit A hereto under the heading “Purchase Price”; and (II) other than the obligations of each such Investor to the Company the performance of which is to be made or continue to be made by each such Investor on or after the first anniversary of the Agreement Date, all of the other obligations of each such Investor under clauses (i) and (ii) of this Section 6.4(b) shall terminate and be without further force and effect on the first anniversary of the Closing Date.

Indemnification by Investors. Each Investor shall, severally and not jointly, indemnify and hold harmless the Company, the its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses to the extent they arise Losses, as incurred, arising solely out of or are based upon solely upon: (x) such Investor's failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue statement of a material fact or alleged untrue statement of material fact contained in the any Registration Statement, any prospectusProspectus, or any form of prospectus prospectus, or in any amendment or supplement thereto, or (y) arising solely out of or based solely upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, or (z) any violation or alleged violation by the Investor (or its underwriter) of the prospectus delivery requirements of the Securities Act, including, without limitation, Losses arising out of the failure to deliver, or to cause to be delivered, or alleged failure to deliver or cause to be delivered any amendments or supplements to the prospectus or supplement, if such amendment or supplement was timely made available to such Investor; provided, however, that the Investor shall be liable under this Section 7b misleading to the extent, but only to the extentextent that, that (1) such untrue statement statements or omission is made in reliance omissions are based solely upon or results in conformity with any information regarding such Investor furnished in writing to the Company by such Investor to the Company specifically expressly for use in connection with the Registration Statement or such prospectus or any amendment or supplement theretotherein, or to the extent that such information relates to such Investor or such Investor's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Investor expressly for use in the Registration StatementStatement (it being understood that the Investor has approved Annex A hereto for this purpose), such prospectus Prospectus or such form of prospectus Prospectus or in any amendment or supplement thereto; providedthereto or (2) in the case of an occurrence of an event of the type specified in Section 3(b)(ii)-(v), further the use by such Investor of an outdated or defective Prospectus after the Company has notified such Investor in writing that the Prospectus is outdated or defective and prior to the receipt by such 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 Loss would have been corrected. In no event shall the liability of any selling Investor hereunder be liable under this Section 7(b) for only that greater in amount than the dollar amount of a claim or Losses as does not exceed the net proceeds to received by such Investor as result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Investors. Each Investor shall, severally and not jointly, indemnify and hold harmless the Company, the its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, 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 the extent they arise appeal or review) arising solely out of or are based upon (x) any untrue statement of a material fact or alleged untrue statement of material fact contained in the Registration Statement, any prospectusProspectus, or any form of prospectus prospectus, or in any amendment or supplement thereto, or (y) arising solely out of any omission or alleged omission 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, or (z) any violation or alleged violation by in the Investor (or its underwriter) light of the prospectus delivery requirements of the Securities Act, including, without limitation, Losses arising out of the failure to deliver, or to cause to be delivered, or alleged failure to deliver or cause to be delivered any amendments or supplements to the prospectus or supplement, if such amendment or supplement was timely made available to such Investor; provided, however, that the Investor shall be liable circumstances under this Section 7b which they were made) not misleading to the extent, but only to the extent, that such untrue statement or omission is made contained in reliance upon or results in conformity with any information so furnished in writing by such Investor to the Company specifically for use inclusion in connection with the such Registration Statement or such prospectus Prospectus or any amendment to the extent that (i) such untrue statements or supplement theretoomissions are based solely upon information regarding such Investor furnished in writing to the Company by such Investor expressly for use therein, or to the extent that such information relates to such Investor or such Investor's ’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Investor expressly for use in the Registration Statement, such prospectus Prospectus or such form of prospectus Prospectus or in any amendment or supplement thereto; providedthereto or (ii) in the case of a Suspension, further the use by such Investor of an outdated or defective Prospectus after the Company has provided the Investor with a Suspension Notice and prior to the receipt of the copies of the supplemented Prospectus and/or amended Registration Statement, or until it is advised in writing by the Company that the use of the applicable Prospectus may be resumed. In no event shall the liability of any selling Investor shall hereunder be liable under this Section 7(b) for only that greater in amount than the dollar amount of a claim or Losses as does not exceed the net proceeds to received by such Investor as result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Investors. Each Investor shall, severally and not jointly, indemnify and hold harmless the Company, the its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses to the extent they arise Losses, as incurred, arising out of or are based upon relating to (xi) any breach of any representation or warranty made by such Investor in this Agreement, (ii) any failure of the Investor to comply with any covenant, agreement or obligation of such Investor contained in this Agreement, or (iii) any untrue statement of a material fact or alleged untrue statement of material fact contained in the Registration Statement, any prospectusProspectus, or any form of prospectus prospectus, or in any amendment or supplement thereto, or (y) arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, or (z) any violation or alleged violation by the Investor (or its underwriter) of the prospectus delivery requirements of the Securities Act, including, without limitation, Losses arising out of the failure to deliver, or to cause to be delivered, or alleged failure to deliver or cause to be delivered any amendments or supplements to the prospectus or supplement, if such amendment or supplement was timely made available to such Investor; provided, however, that the Investor shall be liable under this Section 7b to the extent, but only to the extent, extent that (A) such untrue statement statements or omission is omissions are made in reliance upon or results and in strict conformity with any information regarding such Investor furnished in writing to the Company by such Investor to the Company specifically in writing expressly for use in connection with the Registration Statement or such prospectus or any amendment or supplement theretotherein, or to the extent that (B) such information relates to such Investor or such Investor's ’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved by such Investor expressly for use in the Registration Statement, such prospectus or such form of prospectus or any amendment or supplement thereto; provided, further Statement (it being understood that the information provided by the Investor to the Company in Exhibits X-0, X-0, X-0 and B-4 and the Plan of Distribution set forth on Exhibit D, and other information provided by the Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), or (C) if the Company has provided a notice under Section 6.1(e) or in the case of an occurrence of an event of the type specified in Section 6.2(c)(iv) (in the case of a request for an amendment), (v), (vi) or (vii), the use by such Investor of the Prospectus after the Company has notified such Investor in writing pursuant to Section 6.1(e) or 6.2(c) and prior to the receipt by such Investor pursuant to Section 6.1(e) or 6.2(c) that the Prospectus, as then amended or supplemented, may be used; but, with respect to clauses (i) and (ii) above, only to the extent such Losses do not arise out of or relate to (I) any breach of any representation or warranty made by the Company in this Agreement or (II) any failure of the Company to comply with any covenant or agreement of the Company contained in this Agreement. In no event shall the liability of any selling Investor hereunder be liable under this Section 7(b) for only that greater in amount than the dollar amount of a claim or Losses as does not exceed the net proceeds to received by such Investor as result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Investors. Each Investor shall, severally (and not jointly, ) will indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1(a)) the Company, the its officers, directors, officersmanagers, agents and employees, limited partners, general partners, equityholders, investment managers, management companies and Affiliates (in each Person case, in their capacities as such), and each other Person, if any, who controls Controls such the Company (within the meaning of Section 15 the Securities Act, against any losses, claims, damages, or liabilities (including reasonable legal fees and costs of court), joint or several, to which the Company and such officers, directors, managers, employees, limited partners, general partners, equityholders, investment managers, management companies or Affiliates or any such controlling Person may become subject under the Securities Act and Section 20 of the Exchange Act)or otherwise, and the directorsinsofar as such losses, officersclaims, agents damages, or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses to the extent they liabilities (or any actions in respect thereof) arise out of or are based upon (x) any untrue statement of a material fact or alleged untrue statement of any material fact contained (a) contained, on its effective date, in any Shelf Registration Statement under which such securities were registered under the Registration Statement, any prospectus, Securities Act or any form of prospectus or amendment or supplement theretoto any of the foregoing, or (y) any which arise out of or are based upon the omission or alleged omission of to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the prospectus or any preliminary prospectus forming a part of such Shelf Registration Statement, in the light of the circumstances under which they were made) not misleading or (b) contained in any preliminary prospectus (if used prior to the filing of the final prospectus) or in the final prospectus (as amended or supplemented if the Company shall have filed with the SEC any amendment or supplement to the final prospectus), or which arise out of or are based upon the omission or alleged omission (if so used) to state a material fact required to be stated in such prospectus or necessary to make the statements in such prospectus not misleading, or (z) any violation or alleged violation by the Investor (or its underwriter) of the prospectus delivery requirements of the Securities Act, including, without limitation, Losses arising out of the failure to deliver, or to cause to be delivered, or alleged failure to deliver or cause to be delivered any amendments or supplements if and to the prospectus extent such statement or supplement, if omission was made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of such amendment or supplement was timely made available to such InvestorInvestor specifically for use in the preparation thereof; provided, however, that the total amount to be indemnified by such Investor pursuant to this Section 7.2 shall be limited to the net proceeds (after deducting underwriters’ discounts and commissions) received by such Investor in the offering to which such Shelf Registration Statement relates; provided, further, that an Investor shall not be liable under this Section 7b in any case to the extent, but only extent that prior to the extentfiling of any such Shelf Registration Statement, that prospectus or any amendment thereof or supplement thereto, such untrue statement or omission is made in reliance upon or results in conformity with any information Investor has furnished in writing to the Company information expressly for use in, and within a reasonable period of time prior to the effectiveness of, such Shelf Registration Statement, prospectus or any amendment thereof or supplement thereto which corrected or made not misleading information previously provided by such Investor to the Company specifically for use in connection with the Registration Statement or such prospectus or any amendment or supplement thereto, or to the extent that such information relates to such Investor or such Investor's proposed method of distribution of Registrable Securities and was reviewed and approved by such Investor expressly for use in the Registration Statement, such prospectus or such form of prospectus or any amendment or supplement thereto; provided, further that the Investor shall be liable under this Section 7(b) for only that amount of a claim or Losses as does not exceed the net proceeds to such Investor as result of the sale of Registrable Securities pursuant to such Registration StatementCompany.

Indemnification by Investors. Each Investor shall, severally and not jointly, indemnify and hold harmless the Company, the its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, 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 the extent they arise appeal or review) arising solely out of or are based upon (x) any untrue statement of a material fact or alleged untrue statement of material fact contained in the Registration Statement, any prospectusProspectus, or any form of prospectus prospectus, or in any amendment or supplement thereto, or (y) arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, or (z) any violation or alleged violation by the Investor (or its underwriter) of the prospectus delivery requirements of the Securities Act, including, without limitation, Losses arising out of the failure to deliver, or to cause to be delivered, or alleged failure to deliver or cause to be delivered any amendments or supplements to the prospectus or supplement, if such amendment or supplement was timely made available to such Investor; provided, however, that the Investor shall be liable under this Section 7b to the extent, but only to the extent, extent that such untrue statement or omission is made contained in reliance upon or results in conformity with any information so furnished in writing by such Investor in writing to the Company specifically for use inclusion in connection with the such Registration Statement or such prospectus Prospectus or any amendment to the extent that (i) such untrue statements or supplement theretoomissions are based upon information regarding such Investor furnished to the Company by such Investor in writing expressly for use therein, or to the extent that such information relates to such Investor or such Investor's ’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved by such Investor expressly for use in the Registration Statement (it being understood that the information provided by the Investor to the Company in Exhibits B-0, X-0 and B-3 and the Plan of Distribution set forth on Exhibit D, as the same may be modified by such Investor and other information provided by the Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), such prospectus Prospectus or such form of prospectus Prospectus or in any amendment or supplement thereto; provided, further that . In no event shall the liability of any selling Investor shall hereunder be liable under this Section 7(b) for only that greater in amount than the dollar amount of a claim or Losses as does not exceed the net proceeds to received by such Investor as result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Investors. Each Investor shall, severally and not jointly, indemnify and hold harmless the Company, the its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, 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 the extent they arise appeal or review) arising solely out of or are based upon (x) any untrue statement of a material fact or alleged untrue statement of material fact contained in the Registration Statement, any prospectusProspectus, or any form of prospectus prospectus, or in any amendment or supplement thereto, or (y) arising solely out of any omission or alleged omission 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, or (z) any violation or alleged violation by in the Investor (or its underwriter) light of the prospectus delivery requirements of the Securities Act, including, without limitation, Losses arising out of the failure to deliver, or to cause to be delivered, or alleged failure to deliver or cause to be delivered any amendments or supplements to the prospectus or supplement, if such amendment or supplement was timely made available to such Investor; provided, however, that the Investor shall be liable circumstances under this Section 7b which they were made) not misleading to the extent, but only to the extent, that such untrue statement or omission is made contained in reliance upon or results in conformity with any information so furnished in writing by such Investor to the Company specifically for use inclusion in connection with the such Registration Statement or such prospectus Prospectus or any amendment to the extent that (i) such untrue statements or supplement theretoomissions are based solely upon information regarding such Investor furnished in writing to the Company by such Investor expressly for use therein, or to the extent that such information relates to such Investor or such Investor's ’s proposed method of distribution of Registrable Registerable Securities and was reviewed and expressly approved in writing by such Investor expressly for use in the Registration Statement, such prospectus Prospectus or such form of prospectus Prospectus or in any amendment or supplement thereto; providedthereto or (ii) in the case of an occurrence of an event of the type specified in Section 2.1(c)(v)-(vii), further the use by such Investor of an outdated or defective Prospectus after the Company has notified such Investor in writing that the Prospectus is outdated or defective and prior to the receipt by such Investor of the Advice contemplated in Section 2.4. In no event shall the liability of any selling Investor hereunder be liable under this Section 7(b) for only that greater in amount than the dollar amount of a claim or Losses as does not exceed the net proceeds to received by such Investor as result of upon the sale of Registrable the Registerable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Investors. Each Investor shall, severally and not jointly, indemnify and hold harmless the Company, the its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, 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 the extent they arise appeal or review) arising solely out of or are based upon (x) any untrue statement of a material fact or alleged untrue statement of material fact contained in the Registration Statement, any prospectusProspectus, or any form of prospectus prospectus, or in any amendment or supplement thereto, or (y) arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, or (z) any violation or alleged violation by the Investor (or its underwriter) of the prospectus delivery requirements of the Securities Act, including, without limitation, Losses arising out of the failure to deliver, or to cause to be delivered, or alleged failure to deliver or cause to be delivered any amendments or supplements to the prospectus or supplement, if such amendment or supplement was timely made available to such Investor; provided, however, that the Investor shall be liable under this Section 7b to the extent, but only to the extent, extent that such untrue statement or omission is made contained in reliance upon or results in conformity with any information so furnished in writing by such Investor in writing to the Company specifically for use inclusion in connection with the such Registration Statement or such prospectus Prospectus or any amendment to the extent that (i) such untrue statements or supplement theretoomissions are based solely upon information regarding such Investor furnished to the Company by such Investor in writing expressly for use therein, or to the extent that such information relates to such Investor or such Investor's ’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved by such Investor expressly for use in the Registration Statement (it being understood that the Plan of Distribution set forth on Exhibit B constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), such prospectus Prospectus or such form of prospectus Prospectus or in any amendment or supplement thereto; provided, further that . In no event shall the liability of any selling Investor shall hereunder be liable under this Section 7(b) for only that greater in amount than the dollar amount of a claim or Losses as does not exceed the net proceeds to received by such Investor as result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Investors. Each Investor shall, severally and not jointly, indemnify and hold harmless (i) the Company, the (ii) its directors, officers, agents and employees, (iii) each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and (iv) the directors, officers, agents or employees of such controlling PersonsPersons (collectively, the “Company Indemnified Parties”), to the fullest extent permitted by applicable law, from and against all Losses to the extent they Damages, as incurred, that arise out of or are based upon (xA) any untrue or alleged untrue statement of a material fact or alleged untrue statement of material fact contained in the any Registration Statement, any prospectus, prospectus or any form of prospectus or in any amendment or supplement theretothereto or in any preliminary prospectus, or (yB) any omission or alleged omission of to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or (z) in the case of any violation or alleged violation by the Investor (or its underwriter) of the prospectus delivery requirements of the Securities Act, including, without limitation, Losses arising out of the failure to deliver, or to cause to be delivered, or alleged failure to deliver or cause to be delivered any amendments or supplements to the prospectus or supplement, if such amendment or supplement was timely made available to such Investor; provided, however, that the Investor shall be liable under this Section 7b to the extent, but only to the extent, that such untrue statement or omission is made in reliance upon or results in conformity with any information furnished in writing by such Investor to the Company specifically for use in connection with the Registration Statement or such form of prospectus or any amendment or supplement thereto, or in light of the circumstances under which they were made) not misleading, but only, with respect to (A) and (B) above, (i) to the extent that such untrue statements or omissions are based upon any untrue statement or alleged untrue statement of a fact or omission or alleged omission of a fact so made in reliance upon and in conformity with written information relates furnished to the Company by or on behalf of such Investor expressly for use therein, (ii) to the extent that such arise out of or are based upon information relating to such Investor or such Investor's ’s proposed method of distribution of Registrable Securities and which was reviewed and approved in writing by such Investor expressly for use in the a Registration Statement, such prospectus or such form of prospectus or in any amendment or supplement thereto; provided, further or (iii) in the case of an occurrence of an event of the type specified in Section 2(i), the use by such Investor of an outdated or defective prospectus after the Company has notified such Investor in writing that such prospectus is outdated or defective and prior to the correction of such defect. Notwithstanding anything herein to the contrary, no Investor shall be liable under this Section 7(b) hereunder to any Company Indemnified Party for only that amount of a claim or Losses as does not exceed the net proceeds to any information which such Investor as result did not furnish to the Company or otherwise review or for the use of the sale of Registrable Securities pursuant to such Registration Statementan outdated or defective prospectus by a different Investor.

Indemnification by Investors. Each Investor shall, severally and not jointly, indemnify and hold harmless the Company, the its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses to the extent they arise arising solely out of or are based upon (x) any untrue statement of a material fact or alleged untrue statement of material fact contained in the Registration Statement, any prospectusProspectus, or any form of prospectus prospectus, or in any amendment or supplement thereto, or (y) arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, or (z) any violation or alleged violation by the Investor (or its underwriter) of the prospectus delivery requirements of the Securities Act, including, without limitation, Losses arising out of the failure to deliver, or to cause to be delivered, or alleged failure to deliver or cause to be delivered any amendments or supplements to the prospectus or supplement, if such amendment or supplement was timely made available to such Investor; provided, however, that the Investor shall be liable under this Section 7b to the extent, but only to the extent, extent that such untrue statement or omission is made contained in reliance upon or results in conformity with any information so furnished in writing by such Investor in writing to the Company specifically for use inclusion in connection with the such Registration Statement or such prospectus Prospectus or any amendment to the extent that (i) such untrue statements or supplement theretoomissions are based solely upon information regarding such Investor furnished to the Company by such Investor in writing expressly for use therein, or to the extent that such information relates to such Investor or such Investor's ’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved by such Investor expressly for use in the Registration Statement (it being understood that the information provided by the Investor to the Company in Exhibits X-0, X-0 and B-3 and the Plan of Distribution set forth on Exhibit D, as the same may be modified by such Investor, constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), such prospectus Prospectus or such form of prospectus Prospectus or in any amendment or supplement thereto; provided, further that . In no event shall the liability of any selling Investor shall hereunder be liable under this Section 7(b) for only that greater in amount than the dollar amount of a claim or Losses as does not exceed the net proceeds to (after discounts and commissions but before expenses) received by such Investor as result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Investors. Each Investor shall, severally and not jointly, indemnify and hold harmless the Company, the its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses Losses, as incurred, to the extent they arise arising out of or are based upon solely upon: (x) such Investor’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 or alleged untrue statement of material fact contained in the any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or any form arising out of prospectus or amendment or supplement thereto, or (y) relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, or misleading (zi) any violation or alleged violation by the Investor (or its underwriter) of the prospectus delivery requirements of the Securities Act, including, without limitation, Losses arising out of the failure to deliver, or to cause to be delivered, or alleged failure to deliver or cause to be delivered any amendments or supplements to the prospectus or supplement, if such amendment or supplement was timely made available to such Investor; provided, however, that the Investor shall be liable under this Section 7b to the extent, but only to the extent, that such untrue statement or omission is made contained in reliance upon or results in conformity with any information so furnished in writing by such Investor to the Company specifically for use inclusion in connection with the such Registration Statement or such prospectus Prospectus or any amendment or supplement thereto, or (ii) to the extent that such information relates to such Investor or such Investor's ’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Investor expressly for use in a Registration Statement (it being understood that the Registration StatementInvestor has approved Annex A hereto for this purpose), such prospectus Prospectus or such form of prospectus or in any amendment or supplement thereto; providedthereto or (ii) in the case of an occurrence of an event of the type specified in Section 3(c)(iii)-(vi), further the use by such Investor of an outdated or defective Prospectus after the Company has notified such Investor in writing that the Prospectus is outdated or defective and prior to the receipt by such Investor of the Advice contemplated in Section 6(d). In no event shall the liability of any selling Investor hereunder be liable under this Section 7(b) for only that greater in amount than the dollar amount of a claim or Losses as does not exceed the net proceeds to received by such Investor as result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Investors. Each Investor shall, severally and not jointly, notwithstanding any termination of this Agreement, indemnify and hold harmless the Company, the its directors, officers, agents and employees, employees and each Person who controls the Company (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses to the extent they arise (i) arising out of or are based upon on any misrepresentation or breach of any representation or warranty made by such Investor in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby or (xii) arising out of (A) any violation or purported violation of securities laws by such Investor in connection with any resale of Registrable Securities and (B) any untrue statement of a material fact or alleged untrue statement of material fact contained in the Registration Statement, any prospectusProspectus, or any form of prospectus prospectus, or in any amendment or supplement thereto, or (y) arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, or (z) any violation or alleged violation by the Investor (or its underwriter) of the prospectus delivery requirements of the Securities Act, including, without limitation, Losses arising out of the failure to deliver, or to cause to be delivered, or alleged failure to deliver or cause to be delivered any amendments or supplements to the prospectus or supplement, if such amendment or supplement was timely made available to such Investor; provided, however, that the Investor shall be liable under this Section 7b to the extent, but only to the extent, extent that such untrue statement statements or omission is made in reliance omissions are based solely upon or results in conformity with any information regarding such Investor furnished in writing to the Company by such Investor to the Company specifically or its agent in writing expressly for use in connection with the Registration Statement or such prospectus or any amendment or supplement theretotherein, or to the extent that such information relates to such Investor or such Investor's ’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Investor or its agent expressly for use in the Registration Statement, such prospectus Prospectus or such form of prospectus or in any amendment or supplement thereto; provided, further thereto (it being understood that the information provided by the Investor to the Company in Exxxxxxx X-0, X-0 and D-3 to the Series C SPA and the Plan of Distribution set forth on Exhibit F hereto, as the same may be modified by such Investor and other information provided by the Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement and Prospectus, as applicable). In no event shall the liability of any selling Investor hereunder be liable under this Section 7(b) for only that greater in amount than the dollar amount of a claim or Losses as does not exceed the net proceeds to received by such Investor as result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Investors. Each Investor shall, severally and not jointly, notwithstanding any termination of this Agreement, indemnify and hold harmless the Company, the its directors, officers, agents and employees, employees and each Person who controls the Company (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses to the extent they arise (i) arising out of or are based upon on any misrepresentation or breach of any representation or warranty made by such Investor in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby or (xii) arising out of (A) any violation or purported violation of securities laws by such Investor in connection with any resale of Common Stock and (B) any untrue statement of a material fact or alleged untrue statement of material fact contained in the Registration Statement, any prospectusProspectus, or any form of prospectus prospectus, or in any amendment or supplement thereto, or (y) arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, or (z) any violation or alleged violation by the Investor (or its underwriter) of the prospectus delivery requirements of the Securities Act, including, without limitation, Losses arising out of the failure to deliver, or to cause to be delivered, or alleged failure to deliver or cause to be delivered any amendments or supplements to the prospectus or supplement, if such amendment or supplement was timely made available to such Investor; provided, however, that the Investor shall be liable under this Section 7b to the extent, but only to the extent, extent that such untrue statement statements or omission is made in reliance omissions are based solely upon or results in conformity with any information regarding such Investor furnished in writing to the Company by such Investor to the Company specifically or its agent in writing expressly for use in connection with the Registration Statement or such prospectus or any amendment or supplement theretotherein, or to the extent that such information relates to such Investor or such Investor's ’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Investor or its agent expressly for use in the Registration Statement, such prospectus Prospectus or such form of prospectus or in any amendment or supplement thereto; provided, further thereto (it being understood that the information provided by the Investor to the Company in Exxxxxxx X-0, X-0 and D-3 and the Plan of Distribution set forth on Exhibit F, as the same may be modified by such Investor and other information provided by the Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement and Prospectus, as applicable). In no event shall the liability of any selling Investor hereunder be liable under this Section 7(b) for only that greater in amount than the dollar amount of a claim or Losses as does not exceed the net proceeds to received by such Investor as result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Investors. Each Investor shall, notwithstanding any termination of this Agreement, severally and not jointly, indemnify and hold harmless the Company, the its directors, officers, agents and employees, each Person person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Personspersons, to the fullest extent permitted by applicable law, from and against all Losses to the extent they arise Losses, as incurred, arising solely out of or are based upon (x) solely upon: any untrue statement of a material fact or alleged untrue statement of material fact contained in the any Registration Statement, any prospectus, or in any form of prospectus or amendment or supplement thereto, or (y) arising solely out of or based solely upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, or (z) any violation or alleged violation by the Investor (or its underwriter) of the prospectus delivery requirements of the Securities Act, including, without limitation, Losses arising out of the failure to deliver, or to cause to be delivered, or alleged failure to deliver or cause to be delivered any amendments or supplements to the prospectus or supplement, if such amendment or supplement was timely made available to such Investor; provided, however, that the Investor shall be liable under this Section 7b misleading to the extent, but only to the extent, extent (1) that such untrue statement statements or omission is made in reliance omissions are based solely upon or results in conformity with any information regarding such Investor furnished in writing to the Company by such Investor to the Company specifically expressly for use in connection with the Registration Statement or such prospectus or any amendment or supplement theretotherein, or to the extent that such information relates to such Investor or such Investor's ’s proposed method of distribution of Registrable Securities Shares and was reviewed and expressly approved in writing by such Investor expressly for use in the Registration StatementStatement (it being understood that each Investor has approved the Plan of Distribution attached hereto as Annex A for this purpose), such prospectus or such form of prospectus or in any amendment or supplement thereto; provided, further (2) arising from any offer or sale of Registrable Shares during a period in which the Company has suspended use of the prospectus pursuant to Section 3(c)(ii)-(v) and of which suspension such Investor has been provided notice by the Company prior to such offer or sale, or (3) if such Investor fails to deliver, within the time required by the Act, a prospectus that is amended or supplemented, to the extent, but solely to the extent, that such prospectus, as amended or supplemented, would have corrected the untrue statement or omission or alleged untrue statement or omission of a material fact giving rise to such Loss contained in the prospectus delivered by such Investor, so long as the prospectus, as amended or supplemented, has been delivered to such Investor by the Company reasonably prior to such time. In no event shall the liability of any selling Investor hereunder be liable under this Section 7(b) for only that greater in amount than the dollar amount of a claim or Losses as does not exceed the net proceeds to received by such Investor as result of upon the sale of the Registrable Securities pursuant Shares giving rise to such Registration Statementindemnification obligation.

Indemnification by Investors. Each Investor shall, severally and not jointly, indemnify and hold harmless the Company, the its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section SECTION 15 of the Securities Act and Section SECTION 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to the extent they arise appeal or review) arising solely out of or are based upon (x) any untrue statement of a material fact or alleged untrue statement of material fact contained in the Registration Statement, any prospectusProspectus, or any form of prospectus prospectus, or in any amendment or supplement thereto, or (y) arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, or (z) any violation or alleged violation by the Investor (or its underwriter) of the prospectus delivery requirements of the Securities Act, including, without limitation, Losses arising out of the failure to deliver, or to cause to be delivered, or alleged failure to deliver or cause to be delivered any amendments or supplements to the prospectus or supplement, if such amendment or supplement was timely made available to such Investor; provided, however, that the Investor shall be liable under this Section 7b to the extent, but only to the extent, extent that such untrue statement or omission is made contained in reliance upon or results in conformity with any information so furnished in writing by such Investor in writing to the Company specifically for use inclusion in connection with the such Registration Statement or such prospectus Prospectus or any amendment to the extent that such untrue statements or supplement theretoomissions are based solely upon information regarding such Investor furnished to the Company by such Investor in writing expressly for use therein, or to the extent that such information relates to such Investor or such Investor's proposed method of distribution of Registrable Securities and was reviewed and expressly approved by such Investor expressly for use in the Registration Statement (it being understood that the information provided by the Investor to the Company in Exhibits X-0, X-0 and B-3 and the Plan of Distribution set forth on Exhibit D, as the same may be modified by such Investor and other information provided by the Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), such prospectus Prospectus or such form of prospectus Prospectus or in any amendment or supplement thereto; provided, further that . In no event shall the liability of any selling Investor shall hereunder be liable under this Section 7(b) for only that greater in amount than the dollar amount of a claim or Losses as does not exceed the net proceeds to received by such Investor as result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Investors. Each Investor shall, severally and not jointly, indemnify and hold harmless the Company, the its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, 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 the extent they arise appeal or review) arising solely out of or are based upon (x) any untrue statement of a material fact or alleged untrue statement of material fact contained in the Registration Statement, any prospectusProspectus, or any form of prospectus prospectus, or in any amendment or supplement thereto, or (y) arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, or (z) any violation or alleged violation by the Investor (or its underwriter) of the prospectus delivery requirements of the Securities Act, including, without limitation, Losses arising out of the failure to deliver, or to cause to be delivered, or alleged failure to deliver or cause to be delivered any amendments or supplements to the prospectus or supplement, if such amendment or supplement was timely made available to such Investor; provided, however, that the Investor shall be liable under this Section 7b to the extent, but only to the extent, extent that such untrue statement or omission is made contained in reliance upon or results in conformity with any information so furnished in writing by such Investor in writing to the Company specifically for use inclusion in connection with the such Registration Statement or such prospectus Prospectus or any amendment to the extent that such untrue statements or supplement theretoomissions are based solely upon information regarding such Investor furnished to the Company by such Investor in writing expressly for use therein, or to the extent that such information relates to such Investor or such Investor's ’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved by such Investor expressly for use in the Registration Statement (it being understood that the information provided by the Investor to the Company in Exhibits X-0, X-0, X-0 and B-4 and the Plan of Distribution set forth on Exhibit D, as the same may be modified by such Investor and other information provided by the Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), such prospectus Prospectus or such form of prospectus or in any amendment or supplement thereto; provided, further that . In no event shall the liability of any selling Investor shall hereunder be liable under this Section 7(b) for only that greater in amount than the dollar amount of a claim or Losses as does not exceed the net proceeds to received by such Investor as result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Investors. Each Investor shallInvestor, severally and not jointly, agrees to indemnify and hold harmless the CompanyCompany (and each person, the directorsif any, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act, each officer of the Company who signs the Registration Statement and each director of the Company), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses any losses, claims, damages or liabilities to which the extent they Company (or any such officer, director or controlling person) may become subject (under the Securities Act or otherwise), insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of of, or are based upon (x) upon, any untrue statement or alleged untrue statement of a material fact or alleged untrue statement of material fact contained in the Registration Statement, any prospectus, Statement or any form of prospectus or amendment or supplement thereto, or (y) any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleadingmisleading in each case, on the effective date thereof, if, and to the extent, such untrue statement or (z) any violation omission or alleged violation untrue statement or omission was made in reliance upon and in conformity with written information furnished by the or on behalf of such Investor (or its underwriter) specifically for use in preparation of the prospectus delivery requirements Registration Statement, and such Investor will reimburse the Company (and each of the Securities Actits officers, includingdirectors or controlling persons) for any legal or other expenses reasonably incurred in investigating, without limitationdefending or preparing to defend any such action, Losses arising out of the failure to deliver, proceeding or to cause to be delivered, or alleged failure to deliver or cause to be delivered any amendments or supplements to the prospectus or supplement, if such amendment or supplement was timely made available to such Investorclaim; provided, however, that the Investor in no event shall be liable any indemnity under this Section 7b to the extent, but only to the extent, that such untrue statement or omission is made Paragraph 5(b) be greater in reliance upon or results in conformity with any information furnished in writing by such Investor to the Company specifically for use in connection with the Registration Statement or such prospectus or any amendment or supplement thereto, or to the extent that such information relates to such Investor or such Investor's proposed method of distribution of Registrable Securities and was reviewed and approved by such Investor expressly for use in the Registration Statement, such prospectus or such form of prospectus or any amendment or supplement thereto; provided, further that the Investor shall be liable under this Section 7(b) for only that amount of a claim or Losses as does not exceed than the net proceeds to such Investor as a result of the sale of Registrable Securities pursuant to such Registration StatementStatement and (ii) the amount of any damages such Investor has otherwise been required to pay by reason of such untrue statement or omission or alleged untrue statement or omission) received by such Investor upon the sale of such Registrable Securities.

Indemnification by Investors. Each Investor shall, severally and not jointly, notwithstanding any termination of this Agreement, indemnify and hold harmless the Company, the its directors, officers, agents and employees, employees and each Person who controls “controls” the Company (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses to the extent they arise (i) arising out of or are based upon on any misrepresentation or breach of any representation or warranty made by such Investor in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby or (xii) arising out of (A) any violation or purported violation of securities laws by such Investor in connection with any resale of Common Shares and (B) any untrue statement of a material fact or alleged untrue statement of material fact contained in the Registration Statement, any prospectusProspectus, or any form of prospectus prospectus, or in any amendment or supplement thereto, or (y) arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, or (z) any violation or alleged violation by the Investor (or its underwriter) of the prospectus delivery requirements of the Securities Act, including, without limitation, Losses arising out of the failure to deliver, or to cause to be delivered, or alleged failure to deliver or cause to be delivered any amendments or supplements to the prospectus or supplement, if such amendment or supplement was timely made available to such Investor; provided, however, that the Investor shall be liable under this Section 7b to the extent, but only to the extent, extent that such untrue statement statements or omission is made in reliance omissions are based solely upon or results in conformity with any information regarding such Investor furnished in writing to the Company by such Investor to the Company specifically or its agent in writing expressly for use in connection with the Registration Statement or such prospectus or any amendment or supplement theretotherein, or to the extent that such information relates to such Investor or such Investor's ’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Investor or its agent expressly for use in the Registration Statement, such prospectus Prospectus or such form of prospectus or in any amendment or supplement thereto; provided, further thereto (it being understood that the information provided by the Investor to the Company in Exhibits B-0, X-0 and B-3 and the Plan of Distribution set forth on Exhibit E, as the same may be modified by such Investor and other information provided by the Investor to the Company in the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement and Prospectus, as applicable). In no event shall the liability of any selling Investor hereunder be liable under this Section 7(b) for only that greater in amount than the dollar amount of a claim or Losses as does not exceed the net proceeds to received by such Investor as result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Investors. Each Investor shall, severally and not jointly, indemnify and hold harmless the Company, the its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses to the extent they arise arising out of or are based upon relating to (xi) any misrepresentation or breach of any representation or warranty made by such Investor in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, (ii) any breach of any covenant, agreement or obligation of such Investor contained in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, (iii) any untrue statement of a material fact or alleged untrue statement of material fact contained in the Registration Statement, any prospectusProspectus, or any form of prospectus prospectus, or in any amendment or supplement thereto, or (y) arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, or (z) any violation or alleged violation by the Investor (or its underwriter) of the prospectus delivery requirements of the Securities Act, including, without limitation, Losses arising out of the failure to deliver, or to cause to be delivered, or alleged failure to deliver or cause to be delivered any amendments or supplements to the prospectus or supplement, if such amendment or supplement was timely made available to such Investor; provided, however, that the Investor shall be liable under this Section 7b to the extent, but only to the extent, extent that such untrue statement or omission is made contained in reliance upon or results in conformity with any information so furnished in writing by such Investor in writing to the Company specifically for use inclusion in connection with the such Registration Statement or such prospectus Prospectus or any amendment to the extent that such untrue statements or supplement theretoomissions are in strict conformity with information regarding such Investor furnished to the Company by such Investor in writing expressly for use therein, or to the extent that such information relates to such Investor or such Investor's ’s proposed method of distribution of Registrable Securities and was reviewed and approved in writing by such Investor expressly for use in the Registration Statement (it being understood that the information provided by the Investor to the Company in Exhibits X-0, X-0 and B-3 and the Plan of Distribution set forth on Exhibit D, as the same may be modified by such Investor and other information provided by the Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and approved by such Investor in writing expressly for use in the Registration Statement), such prospectus Prospectus or such form of prospectus Prospectus or in any amendment or supplement thereto; provided, further that . In no event shall the liability of any selling Investor shall hereunder be liable under this Section 7(b) for only that greater in amount than the dollar amount of a claim or Losses as does not exceed the net proceeds to received by such Investor as result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Investors. Each Investor shall, severally separately (and not jointly, jointly or severally) will indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 6.8(a)) the Company, the its officers, directors, officersmanagers, agents and employees, limited partners, general partners, equityholders, investment managers, management companies and Affiliates (in each Person case, in their capacities as such), and each other Person, if any, who controls the Company (within the meaning of Section 15 the Securities Act, against any losses, claims, damages, or liabilities (including reasonable legal fees and costs of court), joint or several, to which the Company and such officers, directors, managers, employees, limited partners, general partners, equityholders, investment managers, management companies or Affiliates or any such controlling Person may become subject under the Securities Act and Section 20 of the Exchange Act)or otherwise, and the directorsinsofar as such losses, officersclaims, agents damages, or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses to the extent they liabilities (or any actions in respect thereof) (i) arise out of or are based upon (x) any untrue statement of a material fact or alleged untrue statement of any material fact contained contained, on any applicable effective date, in any Shelf Registration Statement under which such securities were registered under the Registration Statement, any prospectus, Securities Act or any form of prospectus or amendment or supplement theretoto any of the foregoing, or (y) any which arise out of or are based upon the omission or alleged omission of to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the prospectus or any preliminary prospectus forming a part of such Shelf Registration Statement, in the light of the circumstances under which they were made) not misleading or (ii) arise out of or are based upon any untrue or alleged untrue statement of any material fact contained in any preliminary prospectus (if used prior to the filing of the final prospectus) or in the final prospectus (as amended or supplemented if the Company shall have filed with the SEC any amendment or supplement to the final prospectus), or which arise out of or are based upon the omission or alleged omission (if so used) to state a material fact required to be stated in such prospectus or necessary to make the statements in such prospectus not misleading, or in the case of each of (zi) any violation or alleged violation by the Investor and (or its underwriter) of the prospectus delivery requirements of the Securities Actii), including, without limitation, Losses arising out of the failure to deliver, or to cause to be delivered, or alleged failure to deliver or cause to be delivered any amendments or supplements if and to the prospectus extent such statement or supplement, if omission was made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of such amendment or supplement was timely made available to such InvestorInvestor specifically for use therein; provided, however, that the total amount to be indemnified by such Investor pursuant to this Section 6.8(b) shall be limited to the net proceeds (after deducting underwriters’ discounts and commissions) received by such Investor in the offering to which such Shelf Registration Statement relates; provided, further, that an Investor shall not be liable under this Section 7b in any case to the extent, but only extent that prior to the extentfiling of any such Shelf Registration Statement, that prospectus or any amendment thereof or supplement thereto, such untrue statement or omission is made in reliance upon or results in conformity with any information Investor has furnished in writing to the Company information expressly for use in, and within a reasonable period of time prior to the effectiveness of, such Shelf Registration Statement, prospectus or any amendment thereof or supplement thereto which corrected or made not misleading information previously provided by such Investor to the Company specifically for use in connection with the Registration Statement or such prospectus or any amendment or supplement thereto, or to the extent that such information relates to such Investor or such Investor's proposed method of distribution of Registrable Securities and was reviewed and approved by such Investor expressly for use in the Registration Statement, such prospectus or such form of prospectus or any amendment or supplement thereto; provided, further that the Investor shall be liable under this Section 7(b) for only that amount of a claim or Losses as does not exceed the net proceeds to such Investor as result of the sale of Registrable Securities pursuant to such Registration StatementCompany.

Indemnification by Investors. Each Investor shall, severally and not jointly, indemnify and hold harmless the Company, the its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, 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 the extent they arise appeal or review) arising solely out of or are based upon (x) any untrue statement of a material fact or alleged untrue statement of material fact contained in the Registration Statement, any prospectusProspectus, or any form of prospectus prospectus, or in any amendment or supplement thereto, or (y) arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, or (z) any violation or alleged violation by the Investor (or its underwriter) of the prospectus delivery requirements of the Securities Act, including, without limitation, Losses arising out of the failure to deliver, or to cause to be delivered, or alleged failure to deliver or cause to be delivered any amendments or supplements to the prospectus or supplement, if such amendment or supplement was timely made available to such Investor; provided, however, that the Investor shall be liable under this Section 7b to the extent, but only to the extent, extent that such untrue statement or omission is made contained in reliance upon or results in conformity with any information so furnished in writing by such Investor (or their counsel) in writing to the Company specifically for use inclusion in connection with the such Registration Statement or such prospectus Prospectus or any amendment to the extent that (i) such untrue statements or supplement theretoomissions are based solely upon information regarding such Investor furnished to the Company by such Investor (or their counsel) in writing expressly for use therein, or to the extent that such information relates to such Investor or such Investor's ’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved by such Investor (or their counsel) expressly for use in the Registration Statement (it being understood that the information provided by the Investor to the Company in Exhibits X-0, X-0 and B-3 and the Plan of Distribution set forth on Exhibit D, as the same may be modified by such Investor and other information provided by the Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), such prospectus Prospectus or such form of prospectus Prospectus or in any amendment or supplement thereto; provided, further that . In no event shall the liability of any selling Investor shall hereunder be liable under this Section 7(b) for only that greater in amount than the dollar amount of a claim or Losses as does not exceed the net proceeds to received by such Investor as result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Investors. Each Investor shall, severally and not jointly, indemnify and hold harmless the Company, the Company and its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, 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 the extent they arise appeal or review) arising solely out of or are based upon (x) any untrue statement of a material fact or alleged untrue statement of material fact contained in the Registration Statement, any prospectusProspectus, or any form of prospectus prospectus, or in any amendment or supplement thereto, or (y) arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, or (z) any violation or alleged violation by the Investor (or its underwriter) of the prospectus delivery requirements of the Securities Act, including, without limitation, Losses arising out of the failure to deliver, or to cause to be delivered, or alleged failure to deliver or cause to be delivered any amendments or supplements to the prospectus or supplement, if such amendment or supplement was timely made available to such Investor; provided, however, that the Investor shall be liable under this Section 7b to the extent, but only to the extent, extent that (i) such untrue statement statements or omission is made in reliance omissions are based solely upon or results in conformity with any information furnished regarding such Investor that has been approved in writing by such Investor or furnished to the Company specifically by such Investor in writing expressly for use in connection with the Registration Statement or such prospectus or any amendment or supplement theretotherein, or to the extent that such information relates to such Investor or such Investor's ’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Investor expressly for use in the Registration Statement (it being understood that the information provided by the Investor to the Company, as the same may be modified by such Investor and other information provided by the Investor to the Company in or pursuant hereto, constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), such prospectus Prospectus or such form of prospectus or in any amendment or supplement thereto; provided, further that . In no event shall the liability of any selling Investor shall hereunder be liable under this Section 7(b) for only that greater in amount than the dollar amount of a claim or Losses as does not exceed the net proceeds to received by such Investor as result of upon the sale of the Registrable Securities giving rise to such indemnification obligation. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to such Registration Statementthe Company’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Indemnification by Investors. Each Investor shall, severally and not jointly, indemnify and hold harmless the Company, the its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, 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 the extent they arise appeal or review) arising solely out of or are based upon (x) any untrue statement of a material fact or alleged untrue statement of material fact contained in the Registration Statement, any prospectusProspectus, or any form of prospectus prospectus, or in any amendment or supplement thereto, or (y) arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, or (z) any violation or alleged violation by the Investor (or its underwriter) of the prospectus delivery requirements of the Securities Act, including, without limitation, Losses arising out of the failure to deliver, or to cause to be delivered, or alleged failure to deliver or cause to be delivered any amendments or supplements to the prospectus or supplement, if such amendment or supplement was timely made available to such Investor; provided, however, that the Investor shall be liable under this Section 7b to the extent, but only to the extent, extent that such untrue statement or omission is made contained in reliance upon or results in conformity with any information so furnished in writing by such Investor in writing to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (i) such untrue statements or omissions are based solely upon information regarding such Investor furnished to the Company by such Investor in writing expressly for use in connection with the Registration Statement or such prospectus or any amendment or supplement theretoProspectus, or to the extent that such information relates to such Investor or such Investor's ’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved by such Investor expressly for use in the Registration Statement (it being understood that the information provided by the Investor to the Company in Exhibits X-0, X-0 and B-3 and the Plan of Distribution set forth on Exhibit D, as the same may be modified by such Investor constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), such prospectus Prospectus or such form of prospectus Prospectus or in any amendment or supplement thereto; provided, further that . In no event shall the liability of any selling Investor shall hereunder be liable under this Section 7(b) for only that greater in amount than the dollar amount of a claim or Losses as does not exceed the net proceeds to received by such Investor as result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Investors. Each Investor shall, severally and not jointly, shall indemnify and hold harmless the Company, the its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, 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 the extent they arise appeal or review) arising solely out of or are based upon (x) any untrue statement of a material fact or alleged untrue statement of material fact contained in the Registration Statement, any prospectusProspectus, or any form of prospectus prospectus, or in any amendment or supplement thereto, or (y) arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, or (z) any violation or alleged violation by the Investor (or its underwriter) of the prospectus delivery requirements of the Securities Act, including, without limitation, Losses arising out of the failure to deliver, or to cause to be delivered, or alleged failure to deliver or cause to be delivered any amendments or supplements to the prospectus or supplement, if such amendment or supplement was timely made available to such Investor; provided, however, that the Investor shall be liable under this Section 7b to the extent, but only to the extent, extent that such untrue statement or omission is made contained in reliance upon or results in conformity with any information so furnished in writing by such Investor in writing to the Company specifically for use inclusion in connection with the such Registration Statement or such prospectus Prospectus or any amendment to the extent that such untrue statements or supplement theretoomissions are based solely upon information regarding such Investor furnished to the Company by such Investor in writing expressly for use therein, or to the extent that such information relates to such Investor or such Investor's ’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved by such Investor expressly for use in the Registration Statement (it being understood that the information provided by the Investor to the Company in Exhibits X-0, X-0 and B-3 and the Plan of Distribution set forth on Exhibit D, as the same may be modified by such Investor and other information provided by the Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), such prospectus Prospectus or such form of prospectus or in any amendment or supplement thereto; provided, further that . In no event shall the liability of any selling Investor shall hereunder be liable under this Section 7(b) for only that greater in amount than the dollar amount of a claim or Losses as does not exceed the net proceeds to received by such Investor as result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Investors. Each Investor shall, severally and not jointly, indemnify and hold harmless the Company, the its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, 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 the extent they arise appeal or review) arising solely out of or are based upon (x) any untrue statement of a material fact or alleged untrue statement of material fact contained in the Registration Statement, any prospectusProspectus, or any form of prospectus prospectus, or in any amendment or supplement thereto, or (y) arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, or (z) any violation or alleged violation by the Investor (or its underwriter) of the prospectus delivery requirements of the Securities Act, including, without limitation, Losses arising out of the failure to deliver, or to cause to be delivered, or alleged failure to deliver or cause to be delivered any amendments or supplements to the prospectus or supplement, if such amendment or supplement was timely made available to such Investor; provided, however, that the Investor shall be liable under this Section 7b to the extent, but only to the extent, extent that such untrue statement or omission is made contained in reliance upon or results in conformity with any information so furnished in writing by such Investor in writing to the Company specifically for use inclusion in connection with the such Registration Statement or such prospectus or any amendment or supplement thereto, or Prospectus (it being understood that the information provided by the Investor to the extent that such information relates to Company in Exhibits B-0, X-0 and B-3 and the Plan of Distribution set forth on Exhibit D, as the same may be modified by such Investor and other information provided by the Investor to the Company in or such Investor's proposed method of distribution of Registrable Securities and was pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), such prospectus Prospectus or such form of prospectus Prospectus or in any amendment or supplement thereto; providedthereto or (ii) in the case of an occurrence of an event of the type specified in Section 6.2(c)(v)-(vii), further the use by such Investor of an outdated or defective Prospectus after the Company has notified such Investor in writing that the Prospectus is outdated or defective and prior to the receipt by such Investor of the Advice contemplated in Section 6.5. In no event shall the liability of any selling Investor hereunder be liable under this Section 7(b) for only that greater in amount than the dollar amount of a claim or Losses as does not exceed the net gross proceeds to received by such Investor as result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Investors. Each Investor shall, notwithstanding any termination of this Agreement, severally and not jointly, indemnify and hold harmless the Company, the its directors, officers, agents and employees, each Person person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Personspersons, to the fullest extent permitted by applicable law, from and against all Losses to the extent they arise Losses, as incurred, arising solely out of or are based upon (x) solely upon: any untrue statement of a material fact or alleged untrue statement of material fact contained in the any Registration Statement, any prospectus, or in any form of prospectus or amendment or supplement thereto, or (y) arising solely out of or based solely upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, or (z) any violation or alleged violation by the Investor (or its underwriter) of the prospectus delivery requirements of the Securities Act, including, without limitation, Losses arising out of the failure to deliver, or to cause to be delivered, or alleged failure to deliver or cause to be delivered any amendments or supplements to the prospectus or supplement, if such amendment or supplement was timely made available to such Investor; provided, however, that the Investor shall be liable under this Section 7b misleading to the extent, but only to the extent, extent (1) that such untrue statement statements or omission is made in reliance omissions are based solely upon or results in conformity with any information regarding such Investor furnished in writing to the Company by such Investor to the Company specifically expressly for use in connection with the Registration Statement or such prospectus or any amendment or supplement theretotherein, or to the extent that such information relates to such Investor or such Investor's proposed method of distribution of Registrable Securities Conversion Shares and was reviewed and expressly approved in writing by such Investor expressly for use in the Registration StatementStatement (it being understood that each Investor has approved the Plan of Distribution attached hereto as Annex A for this purpose), such prospectus or such form of prospectus or in any amendment or supplement thereto; provided, further (2) arising from any offer or sale of Conversion Shares during a period in which the Company has suspended use of the prospectus pursuant to Section 3(c)(ii)-(v) and of which suspension such Investor has been provided notice by the Company prior to such offer or sale, or (3) if such Investor fails to deliver, within the time required by the Act, a prospectus that is amended or supplemented, to the extent, but solely to the extent, that such prospectus, as amended or supplemented, would have corrected the untrue statement or omission or alleged untrue statement or omission of a material fact giving rise to such Loss contained in the prospectus delivered by such Investor, so long as the prospectus, as amended or supplemented, has been delivered to such Investor by the Company reasonably prior to such time. In no event shall the liability of any selling Investor hereunder be liable under this Section 7(b) for only that greater in amount than the dollar amount of a claim or Losses as does not exceed the net proceeds to received by such Investor as result of upon the sale of Registrable Securities pursuant the Conversion Shares giving rise to such Registration Statementindemnification obligation.

Indemnification by Investors. Each Investor shall, severally and not jointlynotwithstanding any termination of this Agreement, indemnify and hold harmless harmless, to the fullest extent permitted by law, severally and not jointly with any other Investors, the Company, the its directors, officersits officers who sign the Registration Statement, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), ) and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable lawall other prospective sellers, from and against all Losses to the extent they arise arising out of or are based upon (x) on any untrue statement (or alleged untrue statement) of a material fact or alleged untrue statement of material fact contained in such Registration Statement under which such Registrable Securities were registered under the Registration StatementSecurities Act, any prospectuspreliminary, final or summary Prospectus, contained therein or related thereto, or any form of prospectus or amendment or supplement thereto, together with the documents incorporated by reference therein, or (y) any free writing prospectus utilized in connection therewith, incident to any such registration, qualification, or compliance, or based on any omission (or alleged omission of omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or and will (z) any violation or alleged violation by the Investor (or its underwriter) without limitation of the prospectus delivery requirements portions of this Section 8(b)) reimburse the Company, its directors, its officers who sign the Registration Statement, and each Person who controls the Company (within the meaning of Section 15 of the Securities Act, including, without limitation, Losses arising out Act and Section 20 of the failure to deliverExchange Act) and all other prospective sellers for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability, or to cause to be deliveredaction, or alleged failure to deliver or cause to be delivered any amendments or supplements to the prospectus or supplement, if such amendment or supplement was timely made available to such Investor; provided, however, that the Investor shall be liable under this Section 7b in each case to the extent, but only to the extent, that such untrue statement or omission is made in reliance upon such Registration Statement, preliminary, final or results in conformity with any information furnished in writing by such Investor to the Company specifically for use in connection with the Registration Statement summary Prospectus, contained therein or such prospectus related thereto, or any amendment or supplement thereto, together with the documents incorporated by reference therein, or any free writing prospectus utilized in connection therewith in reliance upon and in conformity with written information that is furnished to the extent Company by such Investor for inclusion therein and that such information relates to such Investor or such Investor's proposed method of distribution of Registrable Securities and was reviewed and approved by such Investor expressly for use in the Registration Statement, such prospectus or such form of prospectus or any amendment or supplement thereto; provided, further however, that the obligations of such Investor 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 Investor (which consent shall not be unreasonably withheld); and provided, further, that the liability of such Investor shall be liable under this Section 7(b) for only that amount of a claim or Losses as does not exceed limited to the net proceeds to received by such selling Investor as result of from the sale of Registrable Securities pursuant to covered by such Registration Statement.

Indemnification by Investors. Each Investor shall, severally and not jointly, indemnify and hold harmless the Company, the its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, 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 the extent they arise appeal or review) arising solely out of or are based upon (x) any untrue statement of a material fact or alleged untrue statement of material fact contained in the Registration Statement, any prospectusProspectus, or any form of prospectus prospectus, or in any amendment or supplement thereto, or (y) arising solely out of any omission or alleged omission 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, or (z) any violation or alleged violation by in the Investor (or its underwriter) light of the prospectus delivery requirements of the Securities Act, including, without limitation, Losses arising out of the failure to deliver, or to cause to be delivered, or alleged failure to deliver or cause to be delivered any amendments or supplements to the prospectus or supplement, if such amendment or supplement was timely made available to such Investor; provided, however, that the Investor shall be liable circumstances under this Section 7b which they were made) not misleading to the extent, but only to the extent, that such untrue statement or omission is made contained in reliance upon or results in conformity with any information so furnished in writing by such Investor to the Company specifically for use inclusion in connection with the such Registration Statement or such prospectus Prospectus or any amendment to the extent that (i) such untrue statements or supplement theretoomissions are based solely upon information regarding such Investor furnished in writing to the Company by such Investor expressly for use therein, or to the extent that such information relates to such Investor or such Investor's ’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Investor expressly for use in the Registration Statement, such prospectus Prospectus or such form of prospectus Prospectus or in any amendment or supplement thereto; providedthereto or (ii) in the case of an occurrence of an event of the type specified in Section 2.1(c)(v)-(vii), further the use by such Investor of an outdated or defective Prospectus after the Company has notified such Investor in writing that the Prospectus is outdated or defective and prior to the receipt by such Investor of the Advice contemplated in Section 2.4. In no event shall the liability of any selling Investor hereunder be liable under this Section 7(b) for only that greater in amount than the dollar amount of a claim or Losses as does not exceed the net proceeds to received by such Investor as result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Investors. Each Investor shall, severally and not jointly, indemnify and hold harmless the Company, the its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, 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 the extent they arise appeal or review) arising solely out of or are based upon (x) any untrue statement of a material fact or alleged untrue statement of material fact contained in the Registration Statement, any prospectusProspectus, or any form of prospectus prospectus, or in any amendment or supplement thereto, or (y) arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, or (z) any violation or alleged violation by the Investor (or its underwriter) of the prospectus delivery requirements of the Securities Act, including, without limitation, Losses arising out of the failure to deliver, or to cause to be delivered, or alleged failure to deliver or cause to be delivered any amendments or supplements to the prospectus or supplement, if such amendment or supplement was timely made available to such Investor; provided, however, that the Investor shall be liable under this Section 7b to the extent, but only to the extent, extent that such untrue statement or omission is made contained in reliance upon or results in conformity with any information so furnished in writing by such Investor in writing to the Company specifically for use inclusion in connection with the such Registration Statement or such prospectus Prospectus or any amendment to the extent that (i) such untrue statements or supplement theretoomissions are based solely upon information regarding such Investor furnished to the Company by such Investor in writing expressly for use therein, or to the extent that such information relates to such Investor or such Investor's proposed method of distribution of Registrable Securities and was reviewed and expressly approved by such Investor expressly for use in the Registration Statement (it being understood that the information provided by the Investor to the Company in Exhibits X-0, X-0 and B-3 and the Plan of Distribution set forth on Exhibit D, as the same may be modified by such Investor and other information provided by the Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), such prospectus Prospectus or such form of prospectus Prospectus or in any amendment or supplement thereto; providedthereto or (ii) in the case of an occurrence of an event of the type specified in Section 6.2(b)(v)-(vii), further the use by such Investor of an outdated or defective Prospectus after the Company has notified such Investor in writing that the Prospectus is outdated or defective and prior to the receipt by such Investor of the Advice contemplated in Section 6.5. In no event shall the liability of any selling Investor hereunder be liable under this Section 7(b) for only that greater in amount than the dollar amount of a claim or Losses as does not exceed the net proceeds to received by such Investor as result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Investors. Each Investor shallPurchaser, severally and not jointly, agrees to indemnify and hold harmless the CompanyCompany (and each person, the directorsif any, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act, each officer of the Company who signs the Registration Statement and each director of the Company), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses any losses, claims, damages or liabilities to which the extent they Company (or any such officer, director or controlling person) may become subject (under the Securities Act or otherwise), insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of of, or are based upon (x) upon, any material breach of this Agreement by such Purchaser or any untrue statement or alleged untrue statement of a material fact or alleged untrue statement of material fact contained in the Registration Statement, any prospectus, Statement or any form of prospectus or amendment or supplement thereto, or (y) any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleadingmisleading in each case, on the effective date thereof, if, and to the extent, such untrue statement or (z) any violation omission or alleged violation untrue statement or omission was made in reliance upon and in conformity with written information furnished by the Investor (or its underwriter) on behalf of such Purchaser specifically for use in preparation of the prospectus delivery requirements Registration Statement, and such Purchaser will reimburse the Company (and each of the Securities Actits officers, includingdirectors or controlling persons) for any legal or other expenses reasonably incurred in investigating, without limitationdefending or preparing to defend any such action, Losses arising out of the failure to deliver, proceeding or to cause to be delivered, or alleged failure to deliver or cause to be delivered any amendments or supplements to the prospectus or supplement, if such amendment or supplement was timely made available to such Investorclaim; provided, however, that the Investor in no event shall be liable any indemnity under this Section 7b Paragraph 5(b) be greater in amount than the dollar amount of the proceeds (net of (i) the purchase price of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation and (ii) the extent, but only amount of any damages such Purchaser has otherwise been required to the extent, that pay by reason of such untrue statement or omission is made in reliance upon or results in conformity with any information furnished in writing alleged untrue statement or omission) received by such Investor to the Company specifically for use in connection with the Registration Statement or such prospectus or any amendment or supplement thereto, or to the extent that such information relates to such Investor or such Investor's proposed method of distribution of Registrable Securities and was reviewed and approved by such Investor expressly for use in the Registration Statement, such prospectus or such form of prospectus or any amendment or supplement thereto; provided, further that the Investor shall be liable under this Section 7(b) for only that amount of a claim or Losses as does not exceed the net proceeds to such Investor as result of Purchaser upon the sale of such Registrable Securities pursuant to such Registration StatementSecurities.

Indemnification by Investors. Each Investor shall, severally and not jointly, indemnify and hold harmless the Company, the its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, 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 the extent they arise appeal or review) arising solely out of or are based upon (x) any untrue statement of a material fact or alleged untrue statement of material fact contained in the Registration Statement, any prospectus, prospectus contained therein or any form of prospectus prospectus, or in any amendment or supplement thereto, or (y) arising solely out of any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading(in the case of any prospectus contained therein or form of prospectus or supplement thereto, or (z) any violation or alleged violation by in the Investor (or its underwriter) light of the prospectus delivery requirements of the Securities Act, including, without limitation, Losses arising out of the failure to deliver, or to cause to be delivered, or alleged failure to deliver or cause to be delivered any amendments or supplements to the prospectus or supplement, if such amendment or supplement was timely made available to such Investor; provided, however, that the Investor shall be liable circumstances under this Section 7b which they were made) not misleading to the extent, but only to the extent, that such untrue statement or omission is made contained in reliance upon or results in conformity with any information so furnished in writing by such Investor to the Company specifically for use inclusion in connection with the such Registration Statement or such prospectus or any amendment to the extent that (i) such untrue statements or supplement theretoomissions are based solely upon information regarding such Investor furnished in writing to the Company by such Investor expressly for use therein, or to the extent that such information relates to such Investor or such Investor's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Investor expressly for use in the Registration Statement, such prospectus or such form of prospectus or in any amendment or supplement thereto; providedthereto or (ii) in the case of an occurrence of an event of the type specified in Section 2.1(c)(v)-(vii), further the use by such Investor of an outdated or defective prospectus contained therein after the Company has notified such Investor in writing that the prospectus contained therein is outdated or defective and prior to the receipt by such Investor of the Advice contemplated in Section 2.4. In no event shall the liability of any selling Investor hereunder be liable under this Section 7(b) for only that greater in amount than the dollar amount of a claim or Losses as does not exceed the net proceeds to received by such Investor as result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Investors. Each Investor shallInvestor, severally and not jointly, agrees to indemnify and hold harmless the CompanyCompany (and each person, the directorsif any, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act, each officer of the Company who signs the Registration Statement and each director of the Company), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses any losses, claims, damages or liabilities to which the extent they Company (or any such officer, director or controlling person) may become subject (under the Securities Act or otherwise), insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of of, or are based upon (x) upon, any material breach of this Agreement by such Investor or any untrue statement or alleged untrue statement of a material fact or alleged untrue statement of material fact contained in the Registration Statement, any prospectus, Statement or any form of prospectus or amendment or supplement thereto, or (y) any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleadingmisleading in each case, on the effective date thereof, if, and only to the extent, such untrue statement or (z) any violation omission or alleged violation untrue statement or omission was made in reliance upon and in conformity with written information furnished by the or on behalf of such Investor (or its underwriter) specifically for use in preparation of the prospectus delivery requirements Registration Statement, and such Investor will reimburse the Company (and each of the Securities Actits officers, includingdirectors or controlling persons) for any legal or other expenses reasonably incurred in investigating, without limitationdefending or preparing to defend any such action, Losses arising out of the failure to deliver, proceeding or to cause to be delivered, or alleged failure to deliver or cause to be delivered any amendments or supplements to the prospectus or supplement, if such amendment or supplement was timely made available to such Investorclaim; provided, however, that the Investor in no event shall be liable any indemnity under this Section 7b 6.4(b) be greater in amount than the dollar amount of the proceeds (net of (i) the purchase price of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation and (ii) the extent, but only amount of any damages such Investor has otherwise been required to the extent, that pay by reason of such untrue statement or omission is made in reliance upon or results in conformity with any information furnished in writing alleged untrue statement or omission) received by such Investor to the Company specifically for use in connection with the Registration Statement or such prospectus or any amendment or supplement thereto, or to the extent that such information relates to such Investor or such Investor's proposed method of distribution of Registrable Securities and was reviewed and approved by such Investor expressly for use in the Registration Statement, such prospectus or such form of prospectus or any amendment or supplement thereto; provided, further that the Investor shall be liable under this Section 7(b) for only that amount of a claim or Losses as does not exceed the net proceeds to such Investor as result of upon the sale of such Registrable Securities pursuant to such Registration StatementSecurities.

Indemnification by Investors. Each Investor shall, severally and not jointly, indemnify and hold harmless the Company, the its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, 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 the extent they arise appeal or review) arising solely out of or are based upon (x) any untrue statement of a material fact or alleged untrue statement of material fact contained in the Registration Statementregistration statement, any prospectus, or any form of prospectus prospectus, or in any amendment or supplement thereto, or (y) any omission free writing prospectus utilized in connection therewith, or alleged arising solely out of any omission 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, or (z) any violation or alleged violation by free writing prospectus, in the Investor (or its underwriter) light of the prospectus delivery requirements of the Securities Act, including, without limitation, Losses arising out of the failure to deliver, or to cause to be delivered, or alleged failure to deliver or cause to be delivered any amendments or supplements to the prospectus or supplement, if such amendment or supplement was timely made available to such Investor; provided, however, that the Investor shall be liable circumstances under this Section 7b which they were made) not misleading to the extent, but only to the extent, that such untrue statement or omission is made contained in reliance upon or results in conformity with any information so furnished in writing by such Investor to the Company specifically for use inclusion in connection with the Registration Statement such registration statement or such prospectus or any amendment to the extent that (i) such untrue statements or supplement theretoomissions are based solely upon information regarding such Investor furnished to the Company by such Investor in writing expressly for use therein, or to the extent that such information relates to such Investor or such Investor's ’s proposed method of distribution of Registrable Securities Offering Shares and was reviewed and expressly approved by such Investor expressly for use in the Registration Statementregistration statement, such prospectus or such form of prospectus or in any amendment or supplement thereto; providedthereto or (ii) in the case of an occurrence of an event of the type specified in Section 3(e)(vi)(y)-(z), further the use by such Investor of an outdated or defective prospectus after the Company has notified such Investor in writing that the prospectus is outdated or defective and prior to the receipt by such Investor of Effective Notice pursuant to Section 3(c). In no event shall the liability of any selling Investor hereunder be liable under this Section 7(b) for only that greater in amount than the dollar amount of a claim or Losses as does not exceed the net proceeds to received by such Investor as result of upon the sale of Registrable Securities pursuant the Offering Shares giving rise to such Registration Statementindemnification obligation.

Indemnification by Investors. Each Investor shall, severally and not jointly, indemnify and hold harmless the Company, the its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses to the extent they arise arising out of or are based upon (x) any untrue statement of a material fact or alleged untrue statement of material fact contained in the Registration Statement, any prospectusProspectus, or any form of prospectus prospectus, or in any amendment or supplement thereto, or (y) arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, or (z) any violation or alleged violation by the Investor (or its underwriter) of the prospectus delivery requirements of the Securities Act, including, without limitation, Losses arising out of the failure to deliver, or to cause to be delivered, or alleged failure to deliver or cause to be delivered any amendments or supplements to the prospectus or supplement, if such amendment or supplement was timely made available to such Investor; provided, however, that the Investor shall be liable under this Section 7b to the extent, but only to the extent, extent that such untrue statement or omission is made contained in reliance upon or results in conformity with any information so furnished in writing by such Investor to the Company specifically for use inclusion in connection with the such Registration Statement or such prospectus Prospectus or any amendment to the extent that (i) such untrue statements or supplement theretoomissions are based upon information regarding such Investor furnished to the Company by such Investor expressly for use therein, or to the extent that such information relates to such Investor or such Investor's ’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved by such Investor expressly for use in the Registration Statement, such prospectus Prospectus or such form of prospectus Prospectus or in any amendment or supplement thereto; providedthereto or (ii) in the case of an occurrence of an event of the type specified in Section 6.2(c)(v)-(vii), further the use by such Investor of an outdated or defective Prospectus after the Company has notified such Investor in writing that the Prospectus is outdated or defective and prior to the receipt by such Investor of the Advice contemplated in Section 6.5. In no event shall the liability of any selling Investor hereunder be liable under this Section 7(b) for only that greater in amount than the dollar amount of a claim or Losses as does not exceed the net proceeds to received by such Investor as result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Investors. Each Investor shall, severally and not jointly, indemnify and hold harmless the Company, the its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, 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 the extent they arise appeal or review) arising out of any material breach of this Agreement by such Investor or are based upon (x) any untrue statement of a material fact or alleged untrue statement of a material fact contained in the Registration Statement, any prospectusProspectus, or any form of prospectus prospectus, or in any amendment or supplement thereto, or (y) arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, or (z) any violation or alleged violation by in each case, on the Investor (or its underwriter) of the prospectus delivery requirements of the Securities Act, including, without limitation, Losses arising out of the failure to deliver, or to cause to be delivered, or alleged failure to deliver or cause to be delivered any amendments or supplements to the prospectus or supplement, if such amendment or supplement was timely made available to such Investor; provided, however, that the Investor shall be liable under this Section 7b to the extenteffective date thereof, but only to the extent, extent that such untrue statement or omission is made contained in reliance upon or results in conformity with any information so furnished in writing by such Investor in writing to the Company specifically for use inclusion in connection with the such Registration Statement or such prospectus Prospectus or any amendment to the extent that (i) such untrue statements or supplement theretoomissions are based solely upon information regarding such Investor furnished to the Company by such Investor in writing expressly for use therein, or to the extent that such information relates to such Investor or such Investor's ’s proposed method of distribution of Registrable Securities and was reviewed and approved by such Investor for use in the Registration Statement (it being understood that the information provided by the Investor to the Company in Exhibits B-0, X-0 and B-3 and the Plan of Distribution set forth on Exhibit D, as the same may be modified by such Investor and other information provided by the Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), such prospectus Prospectus or such form of prospectus Prospectus or in any amendment or supplement thereto; provided, further that . In no event shall the liability of any selling Investor shall hereunder be liable under this Section 7(b) for only that greater in amount than the dollar amount of a claim or Losses as does not exceed the net proceeds to received by such Investor as result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Investors. Each Investor shall, severally and not jointly, indemnify and hold harmless the Company, the its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, 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 the extent they arise appeal or review) arising solely out of or are based upon (x) any untrue statement of a material fact or alleged untrue statement of material fact contained in the Registration Statement, any prospectusProspectus, or any form of prospectus prospectus, or in any amendment or supplement thereto, or (y) arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, or (z) any violation or alleged violation by the Investor (or its underwriter) of the prospectus delivery requirements of the Securities Act, including, without limitation, Losses arising out of the failure to deliver, or to cause to be delivered, or alleged failure to deliver or cause to be delivered any amendments or supplements to the prospectus or supplement, if such amendment or supplement was timely made available to such Investor; provided, however, that the Investor shall be liable under this Section 7b to the extent, but only to the extent, extent that such untrue statement or omission is made contained in reliance upon or results in conformity with any information so furnished in writing by such Investor in writing to the Company specifically for use inclusion in connection with the such Registration Statement or such prospectus Prospectus or any amendment to the extent that (i) such untrue statements or supplement theretoomissions are based solely upon information regarding such Investor furnished to the Company by such Investor in writing expressly for use therein, or to the extent that such information relates to such Investor or such Investor's ’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved by such Investor expressly for use in the Registration Statement (it being understood that the information provided by the Investor to the Company in Exhibits C-1, C-2 and C-3 and the Plan of Distribution set forth on Exhibit E, as the same may be modified by such Investor and other information provided by the Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), such prospectus Prospectus or such form of prospectus Prospectus or in any amendment or supplement thereto; provided, further that . In no event shall the liability of any selling Investor shall hereunder be liable under this Section 7(b) for only that greater in amount than the dollar amount of a claim or Losses as does not exceed the net proceeds to received by such Investor as result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Investors. Each Investor shall, severally and not jointly, indemnify and hold harmless the Company, the its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses to the extent they arise arising solely out of or are based upon (x) any untrue statement of a material fact or alleged untrue statement of material fact contained in the Registration Statement, any prospectusProspectus, or any form of prospectus prospectus, or in any amendment or supplement theretothereto used in connection with the resale of the Registrable Securities, or (y) arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, (in the case of any Prospectus or (z) any violation form of prospectus or alleged violation by supplement thereto used in connection with the Investor (or its underwriter) resale of the prospectus delivery requirements Registrable Securities, in the light of the Securities Act, including, without limitation, Losses arising out of the failure to deliver, or to cause to be delivered, or alleged failure to deliver or cause to be delivered any amendments or supplements to the prospectus or supplement, if such amendment or supplement was timely made available to such Investor; provided, however, that the Investor shall be liable circumstances under this Section 7b which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement statements or omission is made in reliance omissions are based solely upon or results in conformity with any information regarding such Investor furnished in writing to the Company by such Investor to the Company specifically in writing expressly for use in connection with the Registration Statement or such prospectus or any amendment or supplement theretotherein, or (ii) to the extent that such information relates to such Investor or such Investor's ’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved by such Investor expressly for use in the Registration Statement (it being understood that the information provided by the Investor to the Company in Exhibits X-0, X-0 and B-3 and the Plan of Distribution set forth on Exhibit D, as the same may be modified by such Investor, constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), such prospectus Prospectus or such form of prospectus Prospectus or in any amendment or supplement thereto; provided, further that . In no event shall the liability of any selling Investor shall hereunder be liable under this Section 7(b) for only that greater in amount than the dollar amount of a claim or Losses as does not exceed the net proceeds to (after discounts and commissions but before expenses) received by such Investor as result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Investors. Each Investor shall, severally and not jointly, indemnify and hold harmless the Company, the Company and its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, 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 the extent they arise appeal or review) arising solely out of or are based upon (x) any untrue statement of a material fact or alleged untrue statement of material fact contained in the Registration Statement, any prospectusProspectus, or any form of prospectus prospectus, or in any amendment or supplement thereto, or (y) arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, or (z) any violation or alleged violation by the Investor (or its underwriter) of the prospectus delivery requirements of the Securities Act, including, without limitation, Losses arising out of the failure to deliver, or to cause to be delivered, or alleged failure to deliver or cause to be delivered any amendments or supplements to the prospectus or supplement, if such amendment or supplement was timely made available to such Investor; provided, however, that the Investor shall be liable under this Section 7b to the extent, but only to the extent, extent that such untrue statement statements or omission is made omissions occur in reliance upon or results in and conformity with any with, and are based solely upon information regarding such Investor furnished in writing to the Company by such Investor to the Company specifically in writing expressly for use in connection with the Registration Statement or such prospectus or any amendment or supplement theretotherein, or to the extent that such information relates to such Investor or such Investor's ’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Investor expressly for use in the Registration Statement (it being understood that the information provided by the Investor to the Company in Exhibits E-1, E-2 and E-3 and the Plan of Distribution set forth on Exhibit F, as the same may be modified by such Investor and other information provided by the Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), such prospectus Prospectus or such form of prospectus or in any amendment or supplement thereto; provided, further that . In no event shall the liability of any selling Investor shall hereunder be liable under this Section 7(b) for only that greater in amount than the dollar amount of a claim or Losses as does not exceed the net proceeds to actually received by such Investor as result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Investors. Each Investor shall, severally and not jointly, indemnify and hold harmless the Company, the its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, 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 the extent they arise appeal or review) arising solely out of or are based upon (x) any untrue statement of a material fact or alleged untrue statement of material fact contained in the Registration Statement, any prospectusProspectus, or any form of prospectus prospectus, or in any amendment or supplement thereto, or (y) arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, or (z) any violation or alleged violation by the Investor (or its underwriter) of the prospectus delivery requirements of the Securities Act, including, without limitation, Losses arising out of the failure to deliver, or to cause to be delivered, or alleged failure to deliver or cause to be delivered any amendments or supplements to the prospectus or supplement, if such amendment or supplement was timely made available to such Investor; provided, however, that the Investor shall be liable under this Section 7b to the extent, but only to the extent, extent that such untrue statement or omission is made contained in reliance upon or results in conformity with any information so furnished in writing by such Investor in writing to the Company specifically for use inclusion in connection with the such Registration Statement or such prospectus Prospectus or any amendment to the extent that (i) such untrue statements or supplement theretoomissions are based solely upon information regarding such Investor furnished to the Company by such Investor in writing expressly for use therein, or to the extent that such information relates to such Investor or such Investor's ’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved by such Investor expressly for use in the Registration Statement (it being understood that the information provided by the Investor to the Company in Exhibits X-0, X-0 and B-3 and the Plan of Distribution set forth on Exhibit D, as the same may be modified by such Investor and other information provided by the Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), such prospectus Prospectus or such form of prospectus Prospectus or in any amendment or supplement thereto; provided, further that . In no event shall the liability of any selling Investor shall hereunder be liable under this Section 7(b) for only that greater in amount than the dollar amount of a claim or Losses as does not exceed the net proceeds to received by such Investor as result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Investors. Each Investor shall, severally and not jointly, indemnify and hold harmless the Company, the its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, 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 the extent they arise appeal or review) arising solely out of or are based upon (x) any untrue statement of a material fact or alleged untrue statement of material fact contained in the Registration Statement, any prospectusProspectus, or any form of prospectus prospectus, or in any amendment or supplement thereto, or (y) arising solely out of any omission or alleged omission 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, or (z) any violation or alleged violation by in the Investor (or its underwriter) light of the prospectus delivery requirements of the Securities Act, including, without limitation, Losses arising out of the failure to deliver, or to cause to be delivered, or alleged failure to deliver or cause to be delivered any amendments or supplements to the prospectus or supplement, if such amendment or supplement was timely made available to such Investor; provided, however, that the Investor shall be liable circumstances under this Section 7b which they were made) not misleading to the extent, but only to the extent, that such untrue statement or omission is made contained in reliance upon or results in conformity with any information so furnished in writing by such Investor to the Company in writing specifically for use inclusion in connection with the such Registration Statement or such prospectus Prospectus or any amendment to the extent that (i) such untrue statements or supplement theretoomissions are based solely upon information regarding such Investor furnished to the Company by such Investor expressly for use therein, or to the extent that such information relates to such Investor or such Investor's ’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Investor expressly for use in the Registration Statement, such prospectus Prospectus or such form of prospectus Prospectus or in any amendment or supplement thereto; providedthereto or (ii) in the case of an occurrence of an event of the type specified in Section 6.2(b)(v)-(vii), further the use by such Investor of an outdated or defective Prospectus after the Company has notified such Investor in writing that the Prospectus is outdated or defective and prior to the receipt by such Investor of the Advice contemplated in Section 6.5. In no event shall the liability of any selling Investor hereunder be liable under this Section 7(b) for only that greater in amount than the dollar amount of a claim or Losses as does not exceed the net proceeds to received by such Investor as result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Investors. Each Investor shall, severally and not jointly, indemnify and hold harmless the Company, the its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses Losses, as incurred, to the extent they arise arising out of or are based upon solely upon: (x) such Investor’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 or alleged untrue statement of material fact contained in the any Registration Statement, any prospectusProspectus, or any form of prospectus prospectus, or in any amendment or supplement theretothereto or in any preliminary prospectus, or (y) arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, or misleading (zi) any violation or alleged violation by the Investor (or its underwriter) of the prospectus delivery requirements of the Securities Act, including, without limitation, Losses arising out of the failure to deliver, or to cause to be delivered, or alleged failure to deliver or cause to be delivered any amendments or supplements to the prospectus or supplement, if such amendment or supplement was timely made available to such Investor; provided, however, that the Investor shall be liable under this Section 7b to the extent, but only to the extent, that such untrue statement or omission is made contained in reliance upon or results in conformity with any information so furnished in writing by such Investor to the Company specifically for use inclusion in connection with the such Registration Statement or such prospectus Prospectus or any amendment or supplement thereto, or (ii) to the extent that such information relates to such Investor or such Investor's ’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Investor expressly for use in the a Registration Statement, such prospectus or such form . In no event shall the liability of prospectus or any amendment or supplement thereto; provided, further that selling Investor hereunder be greater in amount than the Investor shall be liable under this Section 7(b) for only that dollar amount of a claim or Losses as does not exceed the net proceeds to received by such Investor as result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Investors. Each Investor shall, severally and not jointly, indemnify and hold harmless the Company, the Company and its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, 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 the extent they arise appeal or review) arising solely out of or are based upon (x) any untrue statement of a material fact or alleged untrue statement of material fact contained in the Registration Statement, any prospectusProspectus, or any form of prospectus prospectus, or in any amendment or supplement thereto, or (y) arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, or (z) any violation or alleged violation by the Investor (or its underwriter) of the prospectus delivery requirements of the Securities Act, including, without limitation, Losses arising out of the failure to deliver, or to cause to be delivered, or alleged failure to deliver or cause to be delivered any amendments or supplements to the prospectus or supplement, if such amendment or supplement was timely made available to such Investor; provided, however, that the Investor shall be liable under this Section 7b to the extent, but only to the extent, extent that such untrue statement statements or omission is made omissions occur in reliance upon or results in and conformity with any with, and are based solely upon information regarding such Investor furnished in writing to the Company by such Investor to the Company specifically in writing expressly for use in connection with the Registration Statement or such prospectus or any amendment or supplement theretotherein, or to the extent that such information relates to such Investor or such Investor's ’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Investor expressly for use in the Registration Statement (it being understood that the information provided by the Investor to the Company in Exhibits E-1, E-2 and E-3 and the Plan of Distribution set forth on Exhibit G, as the same may be modified by such Investor and other information provided by the Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), such prospectus Prospectus or such form of prospectus or in any amendment or supplement thereto; provided, further that . In no event shall the liability of any selling Investor shall hereunder be liable under this Section 7(b) for only that greater in amount than the dollar amount of a claim or Losses as does not exceed the net proceeds to actually received by such Investor as result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Investors. Each Investor shall, severally and not jointly, indemnify and hold harmless the Company, the its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, 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 the extent they arise appeal or review) arising out of any material breach of this Agreement by such Investor or are based upon (x) arising out of any untrue statement of a material fact or alleged untrue statement of a material fact contained in the Registration Statement, any prospectusProspectus, or any form of prospectus prospectus, or in any amendment or supplement thereto, or (y) arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, or (z) any violation or alleged violation by in each case, on the Investor (or its underwriter) of the prospectus delivery requirements of the Securities Act, including, without limitation, Losses arising out of the failure to deliver, or to cause to be delivered, or alleged failure to deliver or cause to be delivered any amendments or supplements to the prospectus or supplement, if such amendment or supplement was timely made available to such Investor; provided, however, that the Investor shall be liable under this Section 7b to the extenteffective date thereof, but only to the extent, extent that (i) such untrue statement statements or omission is made in reliance omissions are based solely upon or results in conformity with any information regarding such Investor furnished in writing to the Company by such Investor to the Company specifically in writing expressly for use in connection with the Registration Statement or such prospectus or any amendment or supplement theretotherein, or to the extent that such information relates to such Investor or such Investor's ’s proposed method of distribution of Registrable Securities and was reviewed and approved in writing by such Investor for use in the Registration Statement (it being understood that the information provided by the Investor to the Company in Exhibits B-0, X-0 xnd B-3 and the Plan of Distribution set forth on Exhibit D, as the same may be modified in writing by such Investor constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), such prospectus Prospectus or such form of prospectus Prospectus or in any amendment or supplement thereto; provided, further thereto or (ii) in the event of the use by an Investor of a defective or outdated Prospectus after the Company has informed such Investor that the Prospectus is defective or outdated. In no event shall the liability of any Investor shall hereunder (when combined with liability of such Investor under Section 6.4(d)) be liable under this Section 7(b) for only that greater in amount than the dollar amount of a claim or Losses as does not exceed the net proceeds to received by such Investor as result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Investors. Each To the fullest extent permitted by applicable law, each Investor shallwill, if Registrable Securities held by such Investor are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointlyjointly with any other Investors, indemnify and hold harmless the Company, the directors, officers, agents and employeeseach of its representatives, each Person who controls the Company (or such underwriter within the meaning of Section 15 of the Securities Act and Section 20 of (collectively, the Exchange Act“Investor Indemnified Parties”), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (or actions in respect thereof) to the extent they arise arising out of or are based upon (x) on any untrue statement (or alleged untrue statement) of a material fact or alleged untrue statement of material fact contained in the Registration Statementany registration statement, any prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” or other document, in each case related to such registration statement, or any form of prospectus or amendment or supplement thereto, or (y) based on any omission (or alleged omission of omission) to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading, or (z) any violation or alleged violation by and will reimburse each of the Investor (or its underwriter) of the prospectus delivery requirements of the Securities ActIndemnified 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, includingdefending or, without limitation, Losses arising out of the failure to deliver, or to cause to be delivered, or alleged failure to deliver or cause to be delivered any amendments or supplements subject to the prospectus or supplement, if such amendment or supplement was timely made available to such Investor; provided, however, that the Investor shall be liable under last sentence of this Section 7b 3.2, settling any such Losses or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon or results and in conformity with any written information regarding such Investor furnished in writing to the Company by such Investor and stated to the Company be specifically for use therein; provided, however, that in connection with the Registration Statement or such prospectus or no event shall any amendment or supplement thereto, or indemnity under this Section 3.2 payable by any Investor exceed an amount equal to the extent that such information relates to such Investor or such Investor's proposed method of distribution of Registrable Securities and was reviewed and approved net proceeds received by such Investor expressly for use in respect of the Registration Statement, such prospectus or such form of prospectus or any amendment or supplement thereto; provided, further that Registrable Securities sold pursuant to the Investor shall be liable under registration statement. The indemnity agreement contained in this Section 7(b) for only that amount 3.2 shall not apply to amounts paid in settlement of a claim any loss, claim, damage, liability or Losses as does not exceed action if such settlement is effected without the net proceeds to such Investor as result prior written consent of the sale of Registrable Securities pursuant to such Registration Statementapplicable Investor (which consent shall not be unreasonably withheld or delayed).

Indemnification by Investors. Each Investor shall, severally and not jointly, indemnify and hold harmless the Company, the directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of 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 the extent they arise appeal or review) arising solely out of or are based upon (x) any untrue statement of a material fact or alleged untrue statement of material fact contained in the Registration Statement, any prospectusProspectus, or any form of prospectus prospectus, or in any amendment or supplement thereto, or (y) arising solely out of any omission or alleged omission 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, or (z) any violation or alleged violation by in the Investor (or its underwriter) light of the prospectus delivery requirements of the Securities Act, including, without limitation, Losses arising out of the failure to deliver, or to cause to be delivered, or alleged failure to deliver or cause to be delivered any amendments or supplements to the prospectus or supplement, if such amendment or supplement was timely made available to such Investor; provided, however, that the Investor shall be liable circumstances under this Section 7b which they were made) not misleading to the extent, but only to the extent, that such untrue statement or omission is made contained in reliance upon or results in conformity with any information so furnished in writing by such Investor to the Company specifically for use inclusion in connection with the such Registration Statement or such prospectus Prospectus or any amendment to the extent that (i) such untrue statements or supplement theretoomissions are based solely upon information regarding such Investor furnished to the Company by such Investor expressly for use therein, or to the extent that such information relates to such Investor or such Investor's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Investor expressly for use in the Registration Statement, such prospectus Prospectus or such form of prospectus Prospectus or in any amendment or supplement thereto; providedthereto or (ii) in the case of an occurrence of an event of the type specified in Section 6.2(c)(v)-(vii), further the use by such Investor of an outdated or defective Prospectus after the Company has notified such Investor in writing that the Prospectus is outdated or defective and prior to the receipt by such Investor of the Advice contemplated in Section 6.5. In no event shall the liability of any selling Investor hereunder be liable under this Section 7(b) for only that greater in amount than the dollar amount of a claim or Losses as does not exceed the net proceeds to received by such Investor as result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Investors. Each Investor shall, severally and not jointly, indemnify and hold harmless the Company, the its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, 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 the extent they arise appeal or review) arising solely out of or are based upon (x) any untrue statement of a material fact or alleged untrue statement of material fact contained in the Registration Statement, any prospectusProspectus, or any form of prospectus prospectus, or in any amendment or supplement thereto, or (y) arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, or (z) any violation or alleged violation by the Investor (or its underwriter) of the prospectus delivery requirements of the Securities Act, including, without limitation, Losses arising out of the failure to deliver, or to cause to be delivered, or alleged failure to deliver or cause to be delivered any amendments or supplements to the prospectus or supplement, if such amendment or supplement was timely made available to such Investor; provided, however, that the Investor shall be liable under this Section 7b to the extent, but only to the extent, extent that such untrue statement or omission is made contained in reliance upon or results in conformity with any information so furnished in writing by such Investor in writing to the Company specifically for use inclusion in connection with the such Registration Statement or such prospectus Prospectus or any amendment to the extent that (i) such untrue statements or supplement theretoomissions are based solely upon information regarding such Investor furnished to the Company by such Investor in writing expressly for use therein, or to the extent that such information relates to such Investor or such Investor's ’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved by such Investor or its counsel expressly for use in the Registration Statement (it being understood that the information provided by the Investor to the Company in Exhibits X-0, X-0 and B-3 and the Plan of Distribution set forth on Exhibit D, as the same may be modified by such Investor pursuant hereto and other information provided by the Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor or its counsel in writing expressly for use in the Registration Statement), such prospectus Prospectus or such form of prospectus Prospectus or in any amendment or supplement thereto; provided, further that . In no event shall the liability of any selling Investor shall hereunder be liable under this Section 7(b) for only that greater in amount than the dollar amount of a claim or Losses as does not exceed the net proceeds to received by such Investor as result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Investors. Each Investor shall, severally and not jointly, notwithstanding any termination of this Agreement, indemnify and hold harmless the Company, the its directors, officers, agents and employees, employees and each Person who controls the Company (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses to the extent they arise (i) arising out of or are based upon on any misrepresentation or breach of any representation or warranty made by such Investor in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby or (xii) arising out of (A) any violation or purported violation of securities laws by such Investor in connection with any resale of Common Shares and (B) any untrue statement of a material fact or alleged untrue statement of material fact contained in the Registration Statement, any prospectusProspectus, or any form of prospectus prospectus, or in any amendment or supplement thereto, or (y) arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, or (z) any violation or alleged violation by the Investor (or its underwriter) of the prospectus delivery requirements of the Securities Act, including, without limitation, Losses arising out of the failure to deliver, or to cause to be delivered, or alleged failure to deliver or cause to be delivered any amendments or supplements to the prospectus or supplement, if such amendment or supplement was timely made available to such Investor; provided, however, that the Investor shall be liable under this Section 7b to the extent, but only to the extent, extent that such untrue statement statements or omission is made in reliance omissions are based solely upon or results in conformity with any information regarding such Investor furnished in writing to the Company by such Investor to the Company specifically or its agent in writing expressly for use in connection with the Registration Statement or such prospectus or any amendment or supplement theretotherein, or to the extent that such information relates to such Investor or such Investor's ’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Investor or its agent expressly for use in the Registration Statement, such prospectus Prospectus or such form of prospectus or in any amendment or supplement thereto; provided, further thereto (it being understood that the information provided by the Investor to the Company in Exhibits B-0, X-0 and B-3 and the Plan of Distribution set forth on Exhibit E, as the same may be modified by such Investor and other information provided by the Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement and Prospectus, as applicable). In no event shall the liability of any selling Investor hereunder be liable under this Section 7(b) for only that greater in amount than the dollar amount of a claim or Losses as does not exceed the net proceeds to received by such Investor as result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Investors. Each Investor shall, severally and not jointly, indemnify and hold harmless the Company, the its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, 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 the extent they arise appeal or review) arising solely out of or are based upon (x) any untrue statement of a material fact or alleged untrue statement of material fact contained in the Registration Statement, any prospectusProspectus, or any form of prospectus prospectus, or in any amendment or supplement thereto, or (y) arising solely out of any omission or alleged omission 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, or (z) any violation or alleged violation by in the Investor (or its underwriter) light of the prospectus delivery requirements of the Securities Act, including, without limitation, Losses arising out of the failure to deliver, or to cause to be delivered, or alleged failure to deliver or cause to be delivered any amendments or supplements to the prospectus or supplement, if such amendment or supplement was timely made available to such Investor; provided, however, that the Investor shall be liable circumstances under this Section 7b which they were made) not misleading to the extent, but only to the extent, that such untrue statement or omission is made contained in reliance upon or results in conformity with any information so furnished in writing by such Investor to the Company specifically for use inclusion in connection with the such Registration Statement or such prospectus Prospectus or any amendment to the extent that (i) such untrue statements or supplement theretoomissions are based solely upon information regarding such Investor furnished in writing to the Company by such Investor expressly for use therein, or to the extent that such information relates to such Investor or such Investor's ’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Investor expressly for use in the Registration {33164\10\DT262983.DOC;1} Statement, such prospectus Prospectus or such form of prospectus Prospectus or in any amendment or supplement thereto; providedthereto or (ii) in the case of an occurrence of an event of the type specified in Section 2.1(c)(v)-(vii), further the use by such Investor of an outdated or defective Prospectus after the Company has notified such Investor in writing that the Prospectus is outdated or defective and prior to the receipt by such Investor of the Advice contemplated in Section 2.4. In no event shall the liability of any selling Investor hereunder be liable under this Section 7(b) for only that greater in amount than the dollar amount of a claim or Losses as does not exceed the net proceeds to received by such Investor as result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Investors. Each Investor shall, severally and not jointly, indemnify and hold harmless the Company, the its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, 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 the extent they arise appeal or review) arising solely out of or are based upon (x) any untrue statement of a material fact or alleged untrue statement of material fact contained in the Registration Statement, any prospectusProspectus, or any form of prospectus prospectus, or in any amendment or supplement thereto, or (y) arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, or (z) any violation or alleged violation by the Investor (or its underwriter) of the prospectus delivery requirements of the Securities Act, including, without limitation, Losses arising out of the failure to deliver, or to cause to be delivered, or alleged failure to deliver or cause to be delivered any amendments or supplements to the prospectus or supplement, if such amendment or supplement was timely made available to such Investor; provided, however, that the Investor shall be liable under this Section 7b to the extent, but only to the extent, extent that (i) such untrue statement or omission is made contained in reliance upon or results in conformity with any information so furnished in writing by such Investor in writing to the Company specifically for use inclusion in connection with the such Registration Statement or such prospectus Prospectus (and which information was not subsequently corrected or any amendment supplemented by such Investor) or supplement thereto, (ii) such untrue statements or to the extent that such information relates omissions relate to such Investor or such Investor's ’s proposed method of distribution of Registrable Securities and was were reviewed and expressly approved by such Investor expressly for use in the Registration Statement (it being understood that the information provided by the Investor to the Company in Exhibits B-0, X-0 and B-3 and the Plan of Distribution set forth on Exhibit D, as the same may be modified by such Investor and other information provided by the Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), such prospectus Prospectus or such form of prospectus Prospectus or in any amendment or supplement thereto; provided. Notwithstanding the foregoing or anything to the contrary herein, further that in no event shall the liability of any Investor shall hereunder be liable under this Section 7(b) for only that greater in amount than the dollar amount of a claim or Losses as does not exceed the net proceeds to received by such Investor as result of upon the sale of any Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Investors. Each Investor shall, severally and not jointly, indemnify and hold harmless the Company, the its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, 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 the extent they arise appeal or review) arising solely out of or are based upon (x) any untrue statement of a material fact or alleged untrue statement of material fact contained in the Registration Statement, any prospectusProspectus, or any form of prospectus prospectus, or in any amendment or supplement thereto, or (y) arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, or (z) any violation or alleged violation by the Investor (or its underwriter) of the prospectus delivery requirements of the Securities Act, including, without limitation, Losses arising out of the failure to deliver, or to cause to be delivered, or alleged failure to deliver or cause to be delivered any amendments or supplements to the prospectus or supplement, if such amendment or supplement was timely made available to such Investor; provided, however, that the Investor shall be liable under this Section 7b to the extent, but only to the extent, extent that such untrue statement or omission is made contained in reliance upon or results in conformity with any information so furnished in writing by such Investor to the Company specifically for use inclusion in connection with the such Registration Statement or such prospectus Prospectus or any amendment to the extent that (i) such untrue statements or supplement theretoomissions are based solely upon information regarding such Investor furnished to the Company by such Investor expressly for use therein, or to the extent that such information relates to such Investor or such Investor's proposed method of distribution of Registrable Securities and was reviewed and expressly approved by such Investor expressly for use in the Registration Statement, such prospectus Prospectus or such form of prospectus Prospectus or in any amendment or supplement thereto; providedthereto or (ii) in the case of an occurrence of an event of the type specified in Section 6.2(c)(v), further 6.2(c)(vi) or 6.2(c)(vii), the use by such Investor of an outdated or defective Prospectus after the Company has notified such Investor in writing that the Prospectus is outdated or defective and prior to the receipt by such Investor of the Advice contemplated in Section 6.5. In no event shall the liability of any selling Investor hereunder be liable under this Section 7(b) for only that greater in amount than the dollar amount of a claim or Losses as does not exceed the net proceeds to received by such Investor as result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statement.indemnification obligation. (c)

Indemnification by Investors. Each Investor shall, severally and not jointly, indemnify and hold harmless the Company, the its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, 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 the extent they arise appeal or review) arising solely out of or are based upon (x) any untrue statement of a material fact or alleged untrue statement of material fact contained in the Registration Statement, any prospectusProspectus, or any form of prospectus prospectus, or in any amendment or supplement thereto, or (y) arising solely out of any omission or alleged omission 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, or (z) any violation or alleged violation by in the Investor (or its underwriter) light of the prospectus delivery requirements of the Securities Act, including, without limitation, Losses arising out of the failure to deliver, or to cause to be delivered, or alleged failure to deliver or cause to be delivered any amendments or supplements to the prospectus or supplement, if such amendment or supplement was timely made available to such Investor; provided, however, that the Investor shall be liable circumstances under this Section 7b which they were made) not misleading to the extent, but only to the extent, that such untrue statement or omission is made contained in reliance upon or results in conformity with any information so furnished in writing by such Investor to the Company specifically for use inclusion in connection with the such Registration Statement or such prospectus Prospectus or any amendment to the extent that (i) such untrue statements or supplement theretoomissions are based solely upon information regarding such Investor furnished to the Company by such Investor expressly for use therein, or to the extent that such information relates to such Investor or such Investor's ’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved by such Investor expressly for use in the Registration Statement, such prospectus Prospectus or such form of prospectus Prospectus or in any amendment or supplement thereto; providedthereto or (ii) in the case of an occurrence of an event of the type specified in Section 6.2(c)(iii)-(v), further the use by such Investor of an outdated or defective Prospectus after the Company has notified such Investor in writing that the Prospectus is outdated or defective and prior to the receipt by such Investor of the Advice contemplated in Section 6.5. In no event shall the liability of any selling Investor hereunder be greater in amount than the dollar amount of the net proceeds received by such Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation, except in the event of fraud by such Investor and such fraud gave rise in whole or in part to such Losses. Notwithstanding the foregoing, no Investor shall be liable under this Section 7(b6.4(b) for only to the extent that amount of a claim or Losses as does not exceed the net proceeds giving rise to such Investor as indemnification obligation are the result of fraud committed by the sale of Registrable Securities pursuant to such Registration StatementCompany.