Common use of Indemnification by Pubco Clause in Contracts

Indemnification by Pubco. Subject to the provisions of this Section 4.1 below, Pubco agrees to indemnify and hold harmless each Investor, and each Investor’s officers, employees, affiliates, directors, partners, members, attorneys and agents, and each Person, if any, who controls an Investor (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by Pubco of the Securities Act or any rule or regulation promulgated thereunder applicable to Pubco and relating to action or inaction required of Pubco in connection with any such registration (provided, however, that the indemnity agreement contained in this Section 4.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of Pubco, such consent not to be unreasonably withheld, delayed or conditioned); and Pubco shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that Pubco will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to Pubco, in writing, by such selling holder or Investor Indemnified Party expressly for use therein. Pubco also shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each Person who controls such Underwriter on substantially the same basis as that of the indemnification provided above in this Section 4.1.

Indemnification by Pubco. Subject In the event of any registration under the Securities Act by any registration statement pursuant to the provisions rights granted in this Agreement of this Section 4.1 belowRegistrable Securities held by Securityholders, Pubco agrees to PubCo will indemnify and hold harmless each InvestorSecurityholders, their officers, directors and affiliates, and each Investor’s officers, employees, affiliates, directors, partners, members, attorneys and agents, underwriter of such securities and each other Person, if any, who controls an Investor (Controls any Securityholder or such underwriter within the meaning of Section 15 the Securities Act, against any losses, claims, damages, or liabilities (including legal fees and costs of court), joint or several, to which Securityholders or such underwriter or controlling Person may become subject under the Securities Act or Section 20 otherwise, including any amount paid in settlement of the Exchange Act) (eachany litigation commenced or threatened, an “Investor Indemnified Party”)and shall promptly reimburse such Persons, from as and against when incurred, for any expenseslegal or other expenses reasonably incurred by them in connection with investigating any claims and defending any actions, insofar as such losses, judgments, claims, damages damages, or liabilities, whether joint liabilities (or several, arising any actions in respect thereof) arise out of or are based upon any violation or alleged violation by PubCo of the Securities Act, any blue sky laws, securities laws or other applicable laws of any state or country in which such Shares are offered and relating to action taken or action or inaction required of PubCo in connection with such offering, or arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained (i) contained, on its effective date, in any Registration Statement registration statement under which the sale of such Registrable Securities was securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, Act or any amendment or supplement to such Registration Statementany of the foregoing, or arising which arise out of or are based upon any the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or (ii) contained in any preliminary prospectus, if used prior to the effective date of such registration statement, or in the final prospectus (as amended or supplemented if PubCo shall have filed with the SEC any violation by Pubco amendment or supplement to the final prospectus), or which arise out of or are based upon the Securities Act omission or any rule or regulation promulgated thereunder applicable alleged omission to Pubco and relating to action or inaction state a material fact required of Pubco in connection with any such registration (provided, however, that the indemnity agreement contained in this Section 4.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of Pubco, such consent not to be unreasonably withheld, delayed stated in such prospectus or conditioned)necessary to make the statements in such prospectus not misleading; and Pubco shall promptly will reimburse the Investor Indemnified Party Securityholders and each such underwriter and each such controlling Person for any legal and or any other expenses reasonably incurred by such Investor Indemnified Party them in connection with investigating and or defending any such expense, loss, judgment, claim, damage, liability or actionliability; provided, however, that Pubco will PubCo shall not be liable to any Securityholder or its underwriters or controlling Persons in any such case to the extent that any such expense, loss, claim, damage damage, or liability arises out of or is based upon any an untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement, preliminary prospectus, final prospectus, registration statement or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to Pubco, in writing, PubCo through a written instrument duly executed by Securityholders or such selling holder or Investor Indemnified Party expressly underwriter specifically for use therein. Pubco also shall indemnify any Underwriter of in the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each Person who controls such Underwriter on substantially the same basis as that of the indemnification provided above in this Section 4.1preparation thereof.

Indemnification by Pubco. Subject to To the provisions of this Section 4.1 belowextent permitted by law, Pubco PubCo agrees to indemnify and hold harmless each InvestorHolder of Registrable Securities, and each Investor’s its officers, employees, directors, affiliates, directors, partners, members, attorneys and agents, and each Personperson, if any, who controls an Investor such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an a “Investor Holder Indemnified Party”), from and against any expenses, all losses, judgments, claims, damages or liabilitiesdamages, liabilities and expenses (including without limitation reasonable outside attorneys’ fees), whether joint or several, resulting from, arising out of or that are based upon any untrue or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement to such Registration Statementthereto, or arising out of or that are based upon any omission to state or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by Pubco PubCo of the Securities Act or any rule or regulation promulgated thereunder applicable to Pubco PubCo and relating to action or inaction required of Pubco PubCo in connection with any such registration (providedregistration, however, that the indemnity agreement contained in this Section 4.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of Pubco, such consent not to be unreasonably withheld, delayed or conditioned); and Pubco PubCo shall promptly reimburse the Investor Holder Indemnified Party for any legal and any other reasonable expenses reasonably properly incurred by such Investor Holder Indemnified Party in connection with investigating and defending any such expenseproceeding or action to which this Section 4.1 applies (including the reasonable fees and disbursements of legal counsel), loss, judgment, claim, damage, liability or action; provided, however, that Pubco will not be liable except insofar as the same are caused by or contained in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished in writing to Pubco, in writing, PubCo by such selling holder or Investor Indemnified Party Holder expressly for use therein. Pubco also PubCo shall indemnify any Underwriter of the Registrable SecuritiesUnderwriters, their officers, affiliates, directors, partners, members officers and agents directors and each Person person who controls such Underwriter on substantially Underwriters (within the meaning of the Securities Act) to the same basis extent as that provided in the foregoing with respect to the indemnification of the indemnification provided above in this Section 4.1Holder Indemnified Party.

Indemnification by Pubco. Subject to the provisions of this Section 4.1 below, Pubco PubCo agrees to indemnify and hold harmless each Investor, and each Investor’s of its officers, employees, affiliatesAffiliates, directors, partners, members, attorneys and agents, and each Personperson, if any, who controls an Investor (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement (or allegedly untrue statement) of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary final prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission (or alleged omission) to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by Pubco PubCo of the Securities Act or any rule or regulation promulgated thereunder applicable to Pubco PubCo and relating to action or inaction required of Pubco PubCo in connection with any such registration (provided, however, that the indemnity agreement contained in this Section 4.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of Pubco, such consent not to be unreasonably withheld, delayed or conditioned)registration; and Pubco PubCo shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that Pubco PubCo will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged omission of any material fact made in such Registration Statement, preliminary prospectus, or final prospectus, or summary prospectus, prospectus or any such amendment or supplement, in reliance upon and in conformity with information furnished to PubcoPubCo, in writing, by such selling holder or Investor Indemnified Party expressly for use therein. Pubco also shall indemnify any Underwriter , or is based on Investor’s violation of the federal securities laws (including Regulation M) or failure to sell the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each Person who controls such Underwriter on substantially Securities in accordance with the same basis as that plan of distribution contained in the indemnification provided above in this Section 4.1prospectus.

Indemnification by Pubco. Subject to the provisions of this Section 4.1 belowand Section 4.4.3 hereof, Pubco agrees to indemnify and hold harmless each InvestorInvestor and each other holder of Registrable Securities, and each Investor’s of their respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each Personperson, if any, who controls an Investor and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by Pubco of the Securities Act or any rule or regulation promulgated thereunder applicable to Pubco and relating to action or inaction required of Pubco in connection with any such registration (provided, however, that the indemnity agreement contained in this Section 4.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of Pubco, such consent not to be unreasonably withheld, delayed or conditioned); and Pubco shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or actionaction whether or not any such person is a party to any such claim or action and including any and all legal and other expenses incurred in giving testimony or furnishing documents in response to a subpoena or otherwise; provided, however, that Pubco will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to Pubco, in writing, by such selling holder or Investor Indemnified Party expressly for use therein. Pubco also shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each Person who controls such Underwriter on substantially the same basis as that of the indemnification provided above in this Section 4.1.

Indemnification by Pubco. Subject to the provisions of this Section 4.1 below, Pubco Pxxxx agrees to indemnify and hold harmless each Investor, and each Investor’s officers, employees, affiliates, directors, partners, members, attorneys and agents, and each Person, if any, who controls an Investor (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by Pubco of the Securities Act or any rule or regulation promulgated thereunder applicable to Pubco and relating to action or inaction required of Pubco in connection with any such registration (provided, however, that the indemnity agreement contained in this Section 4.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of Pubco, such consent not to be unreasonably withheld, delayed or conditioned); and Pubco shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that Pubco will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to Pubco, in writing, by such selling holder or Investor Indemnified Party expressly for use therein. Pubco also shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each Person who controls such Underwriter on substantially the same basis as that of the indemnification provided above in this Section 4.1.

Indemnification by Pubco. Subject to the provisions of this Section 4.1 belowand Section 4.4.3 hereof, Pubco agrees to indemnify and hold harmless each Investor, and each Investor’s officers, employees, affiliates, directors, partners, members, attorneys and agents, and each Person, if any, who controls an Investor (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by Pubco of the Securities Act or any rule or regulation promulgated thereunder applicable to Pubco and relating to action or inaction required of Pubco in connection with any such registration (provided, however, that the indemnity agreement contained in this Section 4.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of Pubco, such consent not to be unreasonably withheld, delayed or conditioned); and Pubco shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action. whether or not any such person is a party to any such claim or action and including any and all legal and other expenses incurred in giving testimony or furnishing documents in response to a subpoena or otherwise; provided, however, that Pubco will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to Pubco, in writing, by such selling holder or Investor Indemnified Party expressly for use therein. Pubco also shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each Person who controls such Underwriter on substantially the same basis as that of the indemnification provided above in this Section 4.1.

Indemnification by Pubco. Subject to the provisions of this Section 4.1 below, Pubco PubCo agrees to indemnify and hold harmless each InvestorInvestor and each other Holder, and each Investor’s of their respective officers, employees, affiliatesAffiliates, directors, partners, members, attorneys and agents, and each Personperson, if any, who controls an Investor and each other Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement (or allegedly untrue statement) of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary final prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission (or alleged omission) to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by Pubco PubCo of the Securities Act or any rule or regulation promulgated thereunder applicable to Pubco PubCo and relating to action or inaction required of Pubco PubCo in connection with any such registration (provided, however, that the indemnity agreement contained in this Section 4.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of Pubco, such consent not to be unreasonably withheld, delayed or conditioned)registration; and Pubco PubCo shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that Pubco PubCo will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged omission of any material fact made in such Registration Statement, preliminary prospectus, or final prospectus, or summary prospectus, prospectus or any such amendment or supplement, in reliance upon and in conformity with information furnished to PubcoPubCo, in writing, by such selling holder or Investor Indemnified Party Holder expressly for use therein. Pubco also shall indemnify , or is based on any Underwriter selling Holder’s violation of the federal securities laws (including Regulation M) or failure to sell the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each Person who controls such Underwriter on substantially Securities in accordance with the same basis as that plan of distribution contained in the indemnification provided above in this Section 4.1prospectus.

Indemnification by Pubco. Subject to the provisions of this Section 4.1 below, Pubco Pxxxx agrees to indemnify and hold harmless each Investor, and each Investor’s officers, employees, affiliates, directors, partners, members, attorneys attorneys, brokers and agents, and each Person, if any, who controls an Investor (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and against any expenses, losses, judgments, claims, damages suits, actions, or liabilitieslitigation brought by a third party, whether joint or several, arising that arise out of or are based upon any untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising that arise out of or are based upon any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by Pubco of the Securities Act or any rule or regulation promulgated thereunder applicable to Pubco and relating to action or inaction required of Pubco in connection with any such registration (“Claim”), and any losses, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses as incurred as a result of such Claim (provided, however, that the indemnity agreement contained in this Section 4.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of Pubco, such consent not to be unreasonably withheld, delayed or conditioned); and Pubco shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that Pubco will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to Pubco, in writing, by such selling holder or Investor Indemnified Party expressly for use therein. Pubco also shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each Person who controls such Underwriter on substantially the same basis as that of the indemnification provided above in this Section 4.1.

Indemnification by Pubco. Subject to the provisions of this Section 4.1 below, Pubco PubCo agrees to indemnify and hold harmless each InvestorInvestor and each other holder of Registrable Securities, and each Investor’s of their respective officers, employees, affiliatesAffiliates, directors, partners, members, attorneys and agents, and each Personperson, if any, who controls an Investor and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement (or allegedly untrue statement) of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus, summary prospectus or summary free writing prospectus contained in relating to the Registration Statementregistration of such Registrable Securities, or any amendment or supplement to such Registration Statementany of the foregoing, or arising out of or based upon any omission (or alleged omission) to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by Pubco PubCo of the Securities Act or any rule or regulation promulgated thereunder applicable to Pubco PubCo and relating to action or inaction required of Pubco PubCo in connection with any such registration (provided, however, that the indemnity agreement contained in this Section 4.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of Pubco, such consent not to be unreasonably withheld, delayed or conditioned)registration; and Pubco PubCo shall promptly reimburse the Investor Indemnified Party for any legal reasonable and any other documented out-of-pocket expenses reasonably properly incurred by such Investor Indemnified Party in connection with investigating and defending any such expenseexpense (including the reasonable and documented and properly incurred fees and disbursements of legal counsel), loss, judgment, claim, damage, liability or action; provided, however, that Pubco PubCo will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or free writing prospectus or any such amendment or supplement, in reliance upon and in conformity with information furnished to PubcoPubCo, in writing, by such selling holder or Investor Indemnified Party expressly for use therein. Pubco also shall indemnify , or is based on any Underwriter selling holder’s violation of the federal securities laws (including Regulation M) or failure to sell the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each Person who controls such Underwriter on substantially Securities in accordance with the same basis as that plan of distribution contained in the indemnification provided above in this Section 4.1prospectus.

Indemnification by Pubco. Subject to the provisions of this Section 4.1 below, Pubco Xxxxx agrees to indemnify and hold harmless each Investor, and each Investor’s officers, employees, affiliates, directors, partners, members, attorneys and agents, and each Person, if any, who controls an Investor (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by Pubco of the Securities Act or any rule or regulation promulgated thereunder applicable to Pubco and relating to action or inaction required of Pubco in connection with any such registration (provided, however, that the indemnity agreement contained in this Section 4.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of Pubco, such consent not to be unreasonably withheld, delayed or conditioned); and Pubco shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that Pubco will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to Pubco, in writing, by such selling holder or Investor Indemnified Party expressly for use therein. Pubco also shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each Person who controls such Underwriter on substantially the same basis as that of the indemnification provided above in this Section 4.1.

Indemnification by Pubco. Subject to the provisions of this Section 4.1 below, Pubco agrees to indemnify and hold harmless each Investor, and each Investor’s officers, employees, affiliates, directors, partners, members, attorneys and agents, and each Person, if any, who controls an Investor (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration StatementStatement or prospectus, or any related free writing prospectus, or arising out of or based upon any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by Pubco of the Securities Act or any rule or regulation promulgated thereunder applicable to Pubco and relating to action or inaction required of Pubco in connection with any such registration (provided, however, that the indemnity agreement contained in this Section 4.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of Pubco, such consent not to be unreasonably withheld, delayed or conditioned); and Pubco shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that Pubco will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, or any related free writing prospectus, in reliance upon and in conformity with information furnished to Pubco, in writing, by such selling holder or Investor Indemnified Party expressly for use therein. Pubco also shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each Person who controls such Underwriter on substantially the same basis as that of the indemnification provided above in this Section 4.1.

Indemnification by Pubco. Subject to the provisions of this Section 4.1 belowand Section 4.4.3 hereof, Pubco PubCo agrees to indemnify and hold harmless each Investor, and each Investor’s officers, employees, affiliates, directors, partners, members, attorneys and agents, and each Person, if any, who controls an Investor (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by Pubco PubCo of the Securities Act or any rule or regulation promulgated thereunder applicable to Pubco PubCo and relating to action or inaction required of Pubco PubCo in connection with any such registration (provided, however, that the indemnity agreement contained in this Section 4.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of PubcoPubCo, such consent not to be unreasonably withheld, delayed or conditioned); and Pubco PubCo shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action, whether or not any such person is a party to any such claim or action and including any and all legal and other expenses incurred in giving testimony or furnishing documents in response to a subpoena or otherwise; provided, however, that Pubco PubCo will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to PubcoPubCo, in writing, by such selling holder or Investor Indemnified Party expressly for use therein. Pubco PubCo also shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each Person who controls such Underwriter on substantially the same basis as that of the indemnification provided above in this Section 4.1.

Indemnification by Pubco. Subject to the provisions of this Section 4.1 below, Pubco PubCo agrees to indemnify and hold harmless harmless, to the extent permitted by law, each Investor, and each Investor’s officers, employees, affiliates, directors, partners, members, attorneys and agents, Holder and each Person, if any, who controls an Investor (any Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and any of their partners, members, managers, officers, directors, trustees, employees or representatives, as follows: (i) (each, an “Investor Indemnified Party”), from and against any and all loss, liability, claim, damage, judgment and expenses, losses, judgments, claims, damages or liabilities, whether joint or severalas incurred (including reasonable and documented fees and disbursements of outside counsel to such Holders), arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any the Registration Statement under (or any amendment thereto) pursuant to which the sale of such Registrable Securities was Shares were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statementincluding all documents incorporated therein by reference, or any amendment the omission or supplement to such Registration Statement, or arising out alleged omission therefrom of or based upon any omission to state a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleadingmisleading or arising out of or based upon any untrue statement or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus (within the meaning of Rule 433 of the Securities Act, and together with any preliminary Prospectus and other information conveyed to the purchaser of Registrable Shares at the time of sale (as such terms are used in Rule 159(a) of the Securities Act), the “General Disclosure Package”), the General Disclosure Package, or any violation Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by Pubco reference, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the Securities Act circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage, judgment and expenses, as incurred (including reasonable and documented fees and disbursements of outside counsel to such Holders), and to the extent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, any such alleged untrue statement or omission, or any rule such violation or regulation promulgated thereunder applicable alleged violation, if such settlement is effected with the prior written consent of PubCo (which consent shall not be unreasonably withheld or delayed); and (iii) against expenses, as incurred (including reasonable and documented fees and disbursements of outside counsel to Pubco and relating to action such Holders), reasonably incurred in investigating, preparing, defending against or inaction required of Pubco participating in connection with (as a witness or otherwise) any litigation, arbitration, action, or investigation or proceeding by any governmental agency or body, commenced or threatened, in each case whether or not a party, or any claim based upon any such registration untrue statement or omission, any such alleged untrue statement or omission or any such violation or alleged violation, to the extent that any such expense is not paid under subparagraph (i), (ii) or (iii) above; provided, however, that the indemnity agreement contained in this Section 4.1 shall provided pursuant to Sections 7.1 through 7.3 does not apply to amounts paid in settlement of any such claim, Holder with respect to any loss, damage, liability or action if such settlement is effected without the consent of Pubco, such consent not to be unreasonably withheld, delayed or conditioned); and Pubco shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgmentliability, claim, damage, liability judgment or action; provided, however, that Pubco will not be liable in any such case expense to the extent that any such expense, loss, claim, damage or liability arises arising out of (A) any untrue statement or is based upon any omission or alleged untrue statement or omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in strict conformity with written information furnished to Pubco, in writing, PubCo by such selling holder or Investor Indemnified Party Holder expressly for use therein. Pubco also shall indemnify in the Registration Statement (or any Underwriter of amendment thereto) or the Registrable SecuritiesProspectus (or any amendment or supplement thereto), their officersor (B) such Holder’s failure to deliver an amended or supplemental Prospectus furnished to such Holder by PubCo, affiliatesif required by law to have been delivered, directorsif such loss, partnersliability, members and agents and each Person who controls claim, damage, judgment or expense would not have arisen had such Underwriter on substantially the same basis as that of the indemnification provided above in this Section 4.1delivery occurred.

Indemnification by Pubco. Subject to the provisions of this Section 4.1 below, Pubco agrees to indemnify and hold harmless each Investor, and each Investor’s officers, employees, affiliates, directors, partners, members, attorneys and agents, and each Person, if any, who controls an Investor (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by Pubco of the Securities Act or any rule or regulation promulgated thereunder applicable to Pubco and relating to action or inaction required of Pubco in connection with any such registration (provided, however, that the indemnity agreement contained in this Section 4.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of Pubco, such consent not to be unreasonably withheld, delayed or conditioned); and Pubco shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that Pubco will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to Pubco, in writing, by such selling holder or Investor Indemnified Party expressly for use therein. Pubco also shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each Person who controls such Underwriter on substantially the same basis as that of the indemnification provided above in this Section 4.1.

Indemnification by Pubco. Subject to the provisions of this Section 4.1 below, Pubco PubCo agrees to indemnify and hold harmless harmless, to the extent permitted by law, each InvestorHolder of Registrable Securities, and each Investor’s its officers, employees, directors, affiliates, directors, partners, members, attorneys and agents, and each Person, if any, person who controls an Investor such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an a “Investor Holder Indemnified Party”), from and ) against any expenses, all losses, judgments, claims, damages or liabilitiesdamages, liabilities and out-of-pocket expenses (including reasonable outside attorneys’ fees), whether joint or several, resulting from, arising out of or that are based upon on any untrue or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement to such Registration Statement, thereto or arising out of or based upon any omission to state or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by Pubco PubCo of the Securities Act or any rule or regulation promulgated thereunder applicable to Pubco PubCo and relating to action or inaction required of Pubco PubCo in connection with any such registration (providedregistration, however, that except insofar as the indemnity agreement same are caused by or contained in this Section 4.1 shall not apply any information or affidavit furnished in writing to amounts paid in settlement of PubCo by such Holder expressly for use therein, or if such losses, judgments, claims, damages, liabilities and out-of-pocket expenses are based on any such claim, loss, damage, liability Holder’s violation of the federal securities laws or action if such settlement is effected without failure to sell the consent Registrable Securities in accordance with the intended plan of Pubco, such consent not to be unreasonably withheld, delayed or conditioned); and Pubco distribution contained in the Prospectus. PubCo shall promptly reimburse the Investor a Holder Indemnified Party for any legal and any other reasonable expenses reasonably incurred by such Investor Holder Indemnified Party in connection with investigating and defending any proceeding or action to which this Section 4.1 applies (including the reasonable fees and disbursements of legal counsel) except insofar as such expense, loss, judgment, claim, damage, liability proceeding or action; provided, however, that Pubco will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises action arise out of or is are based upon on any untrue statement information or omission made affidavit furnished in writing to PubCo by such Registration Statement, preliminary prospectus, final prospectusHolder, or summary prospectus, if such proceeding or action are based on any such amendment or supplement, in reliance upon and in conformity with information furnished to Pubco, in writing, by such selling holder or Investor Indemnified Party expressly for use therein. Pubco also shall indemnify any Underwriter Holder’s violation of the federal securities laws or failure to sell the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each Person who controls such Underwriter on substantially Securities in accordance with the same basis as that intended plan of distribution contained in the indemnification provided above in this Section 4.1Prospectus.

Indemnification by Pubco. Subject to the provisions of this Section 4.1 belowand Section 4.4.3 hereof, Pubco Pxxxx agrees to indemnify and hold harmless each Investor, and each Investor’s officers, employees, affiliates, directors, partners, members, attorneys and agents, and each Person, if any, who controls an Investor (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by Pubco of the Securities Act or any rule or regulation promulgated thereunder applicable to Pubco and relating to action or inaction required of Pubco in connection with any such registration (provided, however, that the indemnity agreement contained in this Section 4.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of Pubco, such consent not to be unreasonably withheld, delayed or conditioned); and Pubco shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action, whether or not any such person is a party to any such claim or action and including any and all legal and other expenses incurred in giving testimony or furnishing documents in response to a subpoena or otherwise; provided, however, that Pubco will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to Pubco, in writing, by such selling holder or Investor Indemnified Party expressly for use therein. Pubco also shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each Person who controls such Underwriter on substantially the same basis as that of the indemnification provided above in this Section 4.1.

Indemnification by Pubco. Subject to the provisions Pubco shall, notwithstanding any termination of this Section 4.1 belowAgreement, Pubco agrees to indemnify and hold harmless each InvestorHolder, and each Investor’s the officers, employees, affiliates, directors, partnersagents and employees of each of them, members, attorneys and agents, and each Person, if any, Person who controls an Investor any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (eachand the officers, an “Investor Indemnified Party”)directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any expenses, and all losses, judgments, claims, damages or damages, liabilities, whether joint or severalcosts (including, without limitation, reasonable attorneys' fees) and expenses (collectively, "Losses"), as incurred, to the extent arising out of or based upon relating to any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement to such Registration Statementthereto or in any preliminary prospectus, or arising out of or based upon relating to any omission to state 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 light of the circumstances under which they were made) not misleading, except to the extent, but only to the extent, that (1) such untrue statements or any violation by Pubco of the Securities Act or any rule or regulation promulgated thereunder applicable omissions are based solely upon information regarding such Holder furnished in writing to Pubco and relating to action or inaction required of Pubco in connection with any such registration (provided, however, that the indemnity agreement contained in this Section 4.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of Pubco, such consent not to be unreasonably withheld, delayed or conditioned); and Pubco shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expenseHolder expressly for use therein, loss, judgment, claim, damage, liability or action; provided, however, that Pubco will not be liable in any such case to the extent that any such expense, loss, claim, damage information relates to such Holder or liability arises out such Holder's proposed method of or is based upon any untrue statement or omission made distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, preliminary prospectus, final prospectus, such Prospectus or summary prospectus, such form of Prospectus or in any such amendment or supplementsupplement thereto (it being understood that each Holder has approved ANNEX A hereto for this purpose) or (2) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v), in reliance upon and in conformity with information furnished to Pubco, in writing, the use by such selling holder Holder of an outdated or Investor Indemnified Party expressly for use thereindefective Prospectus after Pubco has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(d). Pubco also shall indemnify any Underwriter notify the Holders promptly of the Registrable Securitiesinstitution, their officers, affiliates, directors, partners, members and agents and each Person who controls such Underwriter on substantially threat or assertion of any Proceeding of which Pubco is aware in connection with the same basis as that of the indemnification provided above in transactions contemplated by this Section 4.1Agreement.

Indemnification by Pubco. Subject to Section 4.5 and the provisions of this Section 4.1 below, Pubco agrees to indemnify and hold harmless each Investor, and each Investor’s officers, employees, affiliates, directors, partners, members, attorneys and agents, and each Person, if any, who controls an Investor (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by Pubco of the Securities Act or any rule or regulation promulgated thereunder applicable to Pubco and relating to action or inaction required of Pubco in connection with any such registration (provided, however, that the indemnity agreement contained in this Section 4.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of Pubco, such consent not to be unreasonably withheld, delayed or conditioned); and Pubco shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that Pubco will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to Pubco, in writing, by such selling holder or Investor Indemnified Party expressly for use therein. Pubco also shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each Person who controls such Underwriter on substantially the same basis as that of the indemnification provided above in this Section 4.1.

Indemnification by Pubco. Subject to the provisions Pubco shall, notwithstanding any termination of this Section 4.1 belowAgreement, Pubco agrees to indemnify and hold harmless each InvestorHolder, and each Investor’s the officers, employees, affiliates, directors, partnersagents and employees of each of them, members, attorneys and agents, and each Person, if any, Person who controls an Investor any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (eachand the officers, an “Investor Indemnified Party”)directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any expenses, and all losses, judgments, claims, damages or damages, liabilities, whether joint or severalcosts (including, without limitation, reasonable attorneys' fees) and expenses (including the cost (including without limitation, reasonable attorneys' fees) and expenses relating to an Indemnified Party's actions to enforce the provisions of this SECTION 5) (collectively, "LOSSES"), as incurred, to the extent arising out of or based upon relating to any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities ActStatement, any preliminary prospectus, final Prospectus or any form of prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statementthereto or in any preliminary prospectus, or arising out of or based upon relating to any omission to state 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 light of the circumstances under which they were made) not misleading, except to the extent, but only to the extent, that (1) such untrue (or any violation by Pubco alleged untrue) statements or omissions (or alleged omissions) are based solely upon information regarding such Holder furnished (or in the case of an omission, results from the Securities Act failure of such Holder to fully or any rule or regulation promulgated thereunder applicable accurately complete the Selling Shareholder Questionnaire) in writing to Pubco and relating to action by or inaction required on behalf of Pubco in connection with any such registration (providedHolder expressly for use therein, however, that the indemnity agreement contained in this Section 4.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of Pubco, such consent not to be unreasonably withheld, delayed or conditioned); and Pubco shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that Pubco will not be liable in any such case to the extent that any such expense, loss, claim, damage information relates to such Holder or liability arises out such Holder's proposed method of or is based upon any untrue statement or omission made distribution of Registrable Securities and which proposed method was reviewed by such Holder expressly for use in such the Registration Statement, preliminary prospectussuch Prospectus or such form of Prospectus or in any amendment or supplement thereto (it being understood that the Holder has reviewed ANNEX A hereto for this purpose), final prospectus(2) in the case of an occurrence of an event of the type specified in SECTION 3(c)(ii)-(v), the use by such Holder of an outdated or defective Prospectus after Pubco has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in SECTION 6(c), or summary prospectus, (3) the failure of the Holder to deliver a Prospectus as amended or any such amendment or supplement, in reliance upon and in conformity with information furnished supplemented prior to Pubco, in writing, by such selling holder or Investor Indemnified Party expressly for use thereinthe confirmation of a sale. Pubco also shall indemnify any Underwriter notify the Holders promptly of the Registrable Securitiesinstitution, their officers, affiliates, directors, partners, members and agents and each Person who controls such Underwriter on substantially threat or assertion of any Proceeding of which Pubco is aware in connection with the same basis as that of the indemnification provided above in transactions contemplated by this Section 4.1Agreement.

Indemnification by Pubco. Subject to the provisions of this Section 4.1 below, Pubco agrees to PubCo shall indemnify and hold harmless harmless, to the extent permitted by law, each InvestorHolder, and each Investor’s shareholder, stockholder, member, limited or general partner of such Holder, each shareholder, stockholder, member, limited or general partner of each such shareholder, stockholder, member, limited or general partner, each of their respective Affiliates, officers, directors, shareholders, employees, affiliates, directors, partners, members, attorneys and agentsadvisors, and agents and each Person, if any, Person who controls an Investor (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), such Persons and each of their respective Representatives from and against any expensesand all losses, lossespenalties, judgments, suits, costs, claims, damages or liabilitiesdamages, whether liabilities and expenses, joint or severalseveral (including actual and reasonable costs of investigation and legal expenses and any indemnity and contribution payments made to underwriters ) (each, a “Loss” and collectively “Losses”) arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was are registered or sold under the Securities ActAct (including any final, any preliminary prospectus, final prospectus or summary prospectus Prospectus contained in the Registration Statement, therein or any amendment thereof or supplement to such Registration Statementthereto or any documents incorporated by reference therein) or any other disclosure document produced by or on behalf of PubCo or any of its subsidiaries including any report and other document filed under the Exchange Act, (ii) any omission or arising out of or based upon any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading, misleading or (iii) any violation or alleged violation by PubCo or any violation by Pubco of the Securities Act its subsidiaries of any federal, state, foreign or any common law rule or regulation promulgated thereunder applicable to Pubco PubCo or any of its subsidiaries and relating to action or inaction required of Pubco in connection with any such registration (providedRegistration, however, that the indemnity agreement contained in this Section 4.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability disclosure document or action if such settlement is effected without the consent of Pubco, such consent not to be unreasonably withheld, delayed other document or conditioned); and Pubco shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or actionreport; provided, however, that Pubco will not no selling Holder shall be liable entitled to indemnification pursuant to this Section 3.9.1 in any such case to the extent that any such expense, loss, claim, damage or liability arises out respect of or is based upon any untrue statement or omission made caused by or contained in any information relating to such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, selling Holder furnished in reliance upon and in conformity with information furnished to Pubco, in writing, writing by such selling holder Holder to PubCo specifically for inclusion in a Registration Statement and used by PubCo in conformity therewith (such information “Selling Shareholder Information”). Such indemnity shall remain in full force and effect regardless of any investigation made by or Investor Indemnified Party expressly for use thereinon behalf of such Holder or any indemnified party and shall survive the Transfer of such securities by such Holder and regardless of any indemnity agreed to in the underwriting agreement that is less favorable to the Holders. Pubco PubCo shall also shall indemnify any Underwriter of underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the Registrable Securitiesdistribution, their officers, affiliates, directors, partners, members officers and agents directors and each Person who controls such Underwriter on substantially Persons (within the meaning of the Securities Act and the Exchange Act) to the same basis extent as that provided above (with appropriate modification) with respect to the indemnification of the indemnification provided above in this Section 4.1indemnified parties.

Indemnification by Pubco. Subject to the provisions of this Section 4.1 below, Pubco agrees to indemnify and hold harmless each Investor, and each Investor’s officers, employees, affiliates, directors, partners, members, attorneys and agents, Holder and each Person, if any, who controls an Investor (any Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and any of their partners, members, managers, officers, directors, trustees, employees or representatives, as follows: (i) (each, an “Investor Indemnified Party”), from and against any expensesand all loss, lossesliability, judgmentsclaim, claimsdamage, damages or liabilitiesjudgment and expense whatsoever, whether joint or severalas incurred (including reasonable fees and disbursements of counsel to such Holders), arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any the Registration Statement under (or any amendment thereto) pursuant to which the sale of such Registrable Securities was Shares were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statementincluding all documents incorporated therein by reference, or any amendment the omission or supplement to such Registration Statement, or arising out alleged omission therefrom of or based upon any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or arising out of or based upon any untrue statement or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus (within the meaning of Rule 433 of the Securities Act, and together with any preliminary Prospectus and other information conveyed to the purchaser of Registrable Shares at the time of sale (as such terms are used in Rule 159(a) of the Securities Act), the “General Disclosure Package”), the General Disclosure Package, or any Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any violation or alleged violation by Pubco of the Securities Act Act, the Exchange Act, any state securities law or any rule or regulation promulgated thereunder applicable under the Securities Act, the Exchange Act or any state securities law; (iii) against any and all loss, liability, claim, damage, judgment and expense whatsoever, as incurred (including reasonable fees and disbursements of counsel to Pubco such Holders), and relating to action the extent of the aggregate amount paid in settlement of any litigation, or inaction required investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, any such alleged untrue statement or omission, or any such violation or alleged violation, if such settlement is effected with the written consent of Pubco (which consent shall not be unreasonably withheld or delayed); and (iv) against any and all expense whatsoever, as incurred (including reasonable fees and disbursements of counsel to such Holders), reasonably incurred in connection with investigating, preparing, defending against or participating in (as a witness or otherwise) any litigation, arbitration, action, or investigation or proceeding by any governmental agency or body, commenced or threatened, in each case whether or not a party, or any claim whatsoever based upon any such registration untrue statement or omission, any such alleged untrue statement or omission or any such violation or alleged violation, to the extent that any such expense is not paid under subparagraph ‎(i), ‎(ii) or (iii) above; provided, however, that the indemnity agreement contained in this Section 4.1 shall provided pursuant to Sections ‎7.1 through ‎7.3 does not apply to amounts paid in settlement of any such claim, Holder with respect to any loss, damage, liability or action if such settlement is effected without the consent of Pubco, such consent not to be unreasonably withheld, delayed or conditioned); and Pubco shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgmentliability, claim, damage, liability judgment or action; provided, however, that Pubco will not be liable in any such case expense to the extent that any such expense, loss, claim, damage or liability arises arising out of (A) any untrue statement or is based upon any omission or alleged untrue statement or omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in strict conformity with written information furnished to Pubco, in writing, Pubco by such selling holder or Investor Indemnified Party Holder expressly for use therein. Pubco also shall indemnify in the Registration Statement (or any Underwriter of amendment thereto) or the Registrable SecuritiesProspectus (or any amendment or supplement thereto), their officersor (B) such Holder’s failure to deliver an amended or supplemental Prospectus furnished to such Holder by Pubco, affiliatesif required by law to have been delivered, directorsif such loss, partnersliability, members and agents and each Person who controls claim, damage, judgment or expense would not have arisen had such Underwriter on substantially the same basis as that of the indemnification provided above in this Section 4.1delivery occurred.

Indemnification by Pubco. Subject to the provisions of this Section 4.1 below, Pubco agrees to indemnify and hold harmless each Investor, and each Investor’s officers, employees, affiliates, directors, partners, members, attorneys and agents, Holder and each Person, if any, who controls an Investor (any Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and any of their partners, members, managers, officers, directors, trustees, employees or representatives, as follows: (i) (each, an “Investor Indemnified Party”), from and against any expensesand all loss, lossesliability, judgmentsclaim, claimsdamage, damages or liabilitiesjudgment and expense whatsoever, whether joint or severalas incurred (including reasonable fees and disbursements of counsel to such Holders), arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any the Registration Statement under (or any amendment thereto) pursuant to which the sale of such Registrable Securities was Shares were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statementincluding all documents incorporated therein by reference, or any amendment the omission or supplement to such Registration Statement, or arising out alleged omission therefrom of or based upon any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or arising out of or based upon any untrue statement or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus (within the meaning of Rule 433 of the Securities Act, and together with any preliminary Prospectus and other information conveyed to the purchaser of Registrable Shares at the time of sale (as such terms are used in Rule 159(a) of the Securities Act), the “General Disclosure Package”), the General Disclosure Package, or any Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any violation or alleged violation by Pubco of the Securities Act Act, the Exchange Act, any state securities law or any rule or regulation promulgated thereunder applicable under the Securities Act, the Exchange Act or any state securities law; (iii) against any and all loss, liability, claim, damage, judgment and expense whatsoever, as incurred (including reasonable fees and disbursements of counsel to Pubco such Holders), and relating to action the extent of the aggregate amount paid in settlement of any litigation, or inaction required investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, any such alleged untrue statement or omission, or any such violation or alleged violation, if such settlement is effected with the written consent of Pubco (which consent shall not be unreasonably withheld or delayed); and (iv) against any and all expense whatsoever, as incurred (including reasonable fees and disbursements of counsel to such Holders), reasonably incurred in connection with investigating, preparing, defending against or participating in (as a witness or otherwise) any litigation, arbitration, action, or investigation or proceeding by any governmental agency or body, commenced or threatened, in each case whether or not a party, or any claim whatsoever based upon any such registration untrue statement or omission, any such alleged untrue statement or omission or any such violation or alleged violation, to the extent that any such expense is not paid under subparagraph (i), (ii) or (iii) above; provided, however, that the indemnity agreement contained in this Section 4.1 shall provided pursuant to Sections 7.1 through 7.3 does not apply to amounts paid in settlement of any such claim, Holder with respect to any loss, damage, liability or action if such settlement is effected without the consent of Pubco, such consent not to be unreasonably withheld, delayed or conditioned); and Pubco shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgmentliability, claim, damage, liability judgment or action; provided, however, that Pubco will not be liable in any such case expense to the extent that any such expense, loss, claim, damage or liability arises arising out of (A) any untrue statement or is based upon any omission or alleged untrue statement or omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in strict conformity with written information furnished to Pubco, in writing, Pubco by such selling holder or Investor Indemnified Party Holder expressly for use therein. Pubco also shall indemnify in the Registration Statement (or any Underwriter of amendment thereto) or the Registrable SecuritiesProspectus (or any amendment or supplement thereto), their officersor (B) such Holder’s failure to deliver an amended or supplemental Prospectus furnished to such Holder by Pubco, affiliatesif required by law to have been delivered, directorsif such loss, partnersliability, members and agents and each Person who controls claim, damage, judgment or expense would not have arisen had such Underwriter on substantially the same basis as that of the indemnification provided above in this Section 4.1delivery occurred.

Indemnification by Pubco. Subject to the provisions of this Section 4.1 below, Pubco PubCo agrees to indemnify and hold harmless each InvestorHolder, and each Investor’s of their respective officers, employees, affiliatesAffiliates, directors, partners, members, attorneys and agents, and each Personperson, if any, who controls an Investor a Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an a “Investor Holder Indemnified Party”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement (or allegedly untrue statement) of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, Prospectus or final prospectus or summary prospectus Prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission (or alleged omission) to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by Pubco PubCo of the Securities Act or any rule or regulation promulgated thereunder applicable to Pubco PubCo and relating to action or inaction required of Pubco PubCo in connection with any such registration (provided, however, that the indemnity agreement contained in this Section 4.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of Pubco, such consent not to be unreasonably withheld, delayed or conditioned)Registration; and Pubco PubCo shall promptly reimburse the Investor Holder Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Holder Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that Pubco PubCo will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged omission of any material fact made in such Registration Statement, preliminary prospectus, or final prospectus, or summary prospectus, prospectus or any such amendment or supplement, in reliance upon and in conformity with information furnished to PubcoPubCo, in writing, by such selling holder or Investor Indemnified Party Holder expressly for use therein. Pubco also shall indemnify , or is based on any Underwriter selling Holder’s violation of the federal securities laws (including Regulation M) or failure to sell the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each Person who controls such Underwriter on substantially Securities in accordance with the same basis as that plan of distribution contained in the indemnification provided above in this Section 4.1Prospectus.

Indemnification by Pubco. Subject to To the provisions of this Section 4.1 belowextent permitted by law, Pubco PubCo agrees to indemnify and hold harmless each InvestorHolder of Registrable Securities, and each Investor’s its officers, employees, directors, affiliates, directors, partners, members, attorneys and agents, and each Personperson, if any, who controls an Investor such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an a “Investor Holder Indemnified Party”), from and against any expenses, all losses, judgments, claims, damages or liabilitiesdamages, liabilities and expenses (including without limitation reasonable outside attorneys’ fees), whether joint or several, arising out of or that are based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement to such Registration Statementthereto, or arising out of or that are based upon any omission to state or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by Pubco PubCo of the Securities Act or any rule or regulation promulgated thereunder applicable to Pubco PubCo and relating to action or inaction required of Pubco PubCo in connection with any such registration (providedregistration, however, that the indemnity agreement contained in this Section 4.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of Pubco, such consent not to be unreasonably withheld, delayed or conditioned); and Pubco PubCo shall promptly reimburse the Investor Holder Indemnified Party for any legal and any other reasonable expenses reasonably properly incurred by such Investor Holder Indemnified Party in connection with investigating and defending any such expenseproceeding or action to which this Section 4.1 applies (including the reasonable fees and disbursements of legal counsel), loss, judgment, claim, damage, liability or action; provided, however, that Pubco will not be liable except insofar as the same are caused by or contained in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished in writing to Pubco, in writing, PubCo by such selling holder or Investor Indemnified Party Holder expressly for use therein. Pubco also PubCo shall indemnify any Underwriter of the Registrable SecuritiesUnderwriters, their officers, affiliates, directors, partners, members officers and agents directors and each Person person who controls such Underwriter on substantially Underwriters (within the meaning of the Securities Act) to the same basis extent as that provided in the foregoing with respect to the indemnification of the indemnification provided above in this Section 4.1Holder Indemnified Party.

Indemnification by Pubco. Subject to the provisions of this Section 4.1 below, Pubco PubCo agrees to indemnify and hold harmless harmless, to the extent permitted by law, each Investor, and each Investor’s officers, employees, affiliates, directors, partners, members, attorneys and agents, Holder and each Person, if any, who controls an Investor (any Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and any of their partners, members, managers, officers, directors, trustees, employees or representatives, as follows: (i) (each, an “Investor Indemnified Party”), from and against any and all loss, liability, claim, damage, judgment and expenses, losses, judgments, claims, damages or liabilities, whether joint or severalas incurred (including reasonable and documented fees and disbursements of outside counsel to such Holders), arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any the Registration Statement under (or any amendment thereto) pursuant to which the sale of such Registrable Securities was Shares were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statementincluding all documents incorporated therein by reference, or any amendment the omission or supplement to such Registration Statement, or arising out alleged omission therefrom of or based upon any omission to state a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleadingmisleading or arising out of or based upon any untrue statement or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus (within the meaning of Rule 433 of the Securities Act, and together with any preliminary Prospectus and other information conveyed to the purchaser of Registrable Shares at the time of sale (as such terms are used in Rule 159(a) of the Securities Act), the “General Disclosure Package”), the General Disclosure Package, or any violation Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by Pubco reference, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the Securities Act circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage, judgment and expenses, as incurred (including reasonable and documented fees and disbursements of outside counsel to such Holders), and to the extent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, any such alleged untrue statement or omission, or any rule such violation or regulation promulgated thereunder applicable alleged violation, if such settlement is effected with the prior written consent of PubCo (which consent shall not be unreasonably withheld or delayed); and (iii) against expenses, as incurred (including reasonable and documented fees and disbursements of outside counsel to Pubco and relating to action such Holders), reasonably incurred in investigating, preparing, defending against or inaction required of Pubco participating in connection with (as a witness or otherwise) any litigation, arbitration, action, or investigation or proceeding by any governmental agency or body, commenced or threatened, in each case whether or not a party, or any claim based upon any such registration untrue statement or omission, any such alleged untrue statement or omission or any such violation or alleged violation, to the extent that any such expense is not paid under subparagraph ‎(i), (ii) or (iii) above; provided, however, that the indemnity agreement contained in this Section 4.1 shall provided pursuant to Sections ‎7.1 through ‎7.3 does not apply to amounts paid in settlement of any such claim, Holder with respect to any loss, damage, liability or action if such settlement is effected without the consent of Pubco, such consent not to be unreasonably withheld, delayed or conditioned); and Pubco shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgmentliability, claim, damage, liability judgment or action; provided, however, that Pubco will not be liable in any such case expense to the extent that any such expense, loss, claim, damage or liability arises arising out of (A) any untrue statement or is based upon any omission or alleged untrue statement or omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in strict conformity with written information furnished to Pubco, in writing, PubCo by such selling holder or Investor Indemnified Party Holder expressly for use therein. Pubco also shall indemnify in the Registration Statement (or any Underwriter of amendment thereto) or the Registrable SecuritiesProspectus (or any amendment or supplement thereto), their officersor (B) such Holder’s failure to deliver an amended or supplemental Prospectus furnished to such Holder by PubCo, affiliatesif required by law to have been delivered, directorsif such loss, partnersliability, members and agents and each Person who controls claim, damage, judgment or expense would not have arisen had such Underwriter on substantially the same basis as that of the indemnification provided above in this Section 4.1delivery occurred.

Indemnification by Pubco. Subject to the provisions of this Section 4.1 below, Pubco agrees to indemnify and hold harmless each InvestorInvestor and each other holder of Registrable Securities, and each Investor’s of their respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each Personperson, if any, who controls an Investor and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement (or allegedly untrue statement) of a material fact contained in (or incorporated by reference in) any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus Prospectus contained in the Registration Statement, or free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto), or any amendment or supplement to such Registration Statement, or any filing under any state securities law required to be filed or furnished, or arising out of or based upon any omission (or alleged omission) to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by Pubco of the Securities Act or any rule or regulation promulgated thereunder applicable to Pubco and relating to action or inaction required of Pubco in connection with any such registration (provided, however, that the indemnity agreement contained in this Section 4.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of Pubco, such consent not to be unreasonably withheld, delayed or conditioned)registration; and Pubco shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that Pubco will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged omission made in such Registration Statement, preliminary prospectus, final prospectusProspectus, or summary free writing prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to Pubco, in writing, by such selling holder or Investor Indemnified Party expressly for use therein, and shall reimburse Pubco, its directors and officers, and each other selling holder or controlling Person for any legal or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss, claim, damage, liability or action. Pubco also shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each Person person who controls such Underwriter (within the meaning of the Securities Act or the Exchange Act, as applicable) on substantially the same basis as that of the indemnification provided above in this Section 4.1.

Indemnification by Pubco. Subject to the provisions of this Section 4.1 below, Pubco agrees to PubCo shall indemnify and hold harmless harmless, to the fullest extent permitted by law, each InvestorHolder, and each Investor’s shareholder, stockholder, member, limited or general partner of such Holder, each shareholder, stockholder, member, limited or general partner of each such shareholder, stockholder, member, limited or general partner, each of their respective Affiliates, officers, directors, shareholders, employees, affiliates, directors, partners, members, attorneys and agentsadvisors, and agents and each Person, if any, Person who controls an Investor (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), such Persons and each of their respective Representatives from and against any expensesand all losses, lossespenalties, judgments, suits, costs, claims, damages or liabilitiesdamages, whether liabilities and expenses, joint or severalseveral (including reasonable costs of investigation and legal expenses and any indemnity and contribution payments made to underwriters ) (each, a “Loss” and collectively “Losses”) arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was are registered or sold under the Securities ActAct (including any final, any preliminary prospectus, final prospectus or summary prospectus Prospectus contained in the Registration Statement, therein or any amendment thereof or supplement to such Registration Statementthereto or any documents incorporated by reference therein) or any other disclosure document produced by or on behalf of PubCo or any of its subsidiaries including any report and other document filed under the Exchange Act, (ii) any omission or arising out of or based upon any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading, misleading or (iii) any violation or alleged violation by PubCo or any violation by Pubco of the Securities Act its subsidiaries of any federal, state, foreign or any common law rule or regulation promulgated thereunder applicable to Pubco PubCo or any of its subsidiaries and relating to action or inaction required of Pubco in connection with any such registration (providedRegistration, however, that the indemnity agreement contained in this Section 4.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability disclosure document or action if such settlement is effected without the consent of Pubco, such consent not to be unreasonably withheld, delayed other document or conditioned); and Pubco shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or actionreport; provided, however, that Pubco will not no selling Holder shall be liable entitled to indemnification pursuant to this Section 3.9.1 in any such case to the extent that any such expense, loss, claim, damage or liability arises out respect of or is based upon any untrue statement or omission made contained in any information relating to such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, selling Holder furnished in reliance upon and in conformity with information furnished to Pubco, in writing, writing by such selling holder Holder to PubCo specifically for inclusion in a Registration Statement and used by PubCo in conformity therewith (such information “Selling Shareholder Information”). This indemnity shall be in addition to any liability PubCo may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or Investor Indemnified Party expressly for use thereinon behalf of such Holder or any indemnified party and shall survive the Transfer of such securities by such Holder and regardless of any indemnity agreed to in the underwriting agreement that is less favorable to the Holders. Pubco PubCo shall also shall indemnify any Underwriter of underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the Registrable Securitiesdistribution, their officers, affiliates, directors, partners, members officers and agents directors and each Person who controls such Underwriter on substantially Persons (within the meaning of the Securities Act and the Exchange Act) to the same basis extent as that provided above (with appropriate modification) with respect to the indemnification of the indemnification provided above in this Section 4.1indemnified parties.

Indemnification by Pubco. Subject to the provisions of this Section 4.1 below, Pubco agrees to indemnify and hold harmless harmless, to the fullest extent permitted by law, each Investorholder of Registrable Securities, and each Investor’s of their respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each Personperson, if any, who controls an Investor a holder of Registrable Securities (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an a “Investor Holder Indemnified Party”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement (or allegedly untrue statement) of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any Prospectus (including any preliminary prospectusProspectus, final prospectus Prospectus or summary prospectus Prospectus) contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission (or alleged omission) to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by Pubco of the Securities Act or any rule or regulation promulgated thereunder applicable to Pubco and relating to action or inaction required of Pubco in connection with any such registration (provided, however, that the indemnity agreement contained in this Section 4.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of Pubco, such consent not to be unreasonably withheld, delayed or conditioned)registration; and Pubco shall promptly reimburse the Investor Holder Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Holder Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that Pubco will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged omission made in such Registration Statement, Prospectus (including any preliminary prospectusProspectus, final prospectusProspectus, or summary prospectusProspectus), or any such amendment or supplement, in reliance upon and in conformity with information furnished to Pubco, in writing, by such selling holder or Investor Indemnified Party expressly for use therein. Pubco also shall indemnify any Underwriter of the Registrable SecuritiesUnderwriters, their officers, affiliates, directors, partners, members and agents and each Person person who controls such Underwriter on substantially Underwriters (within the meaning of the Securities Act) to the same basis extent as that provided in the foregoing sentence with respect to the indemnification of the indemnification provided above in this Section 4.1holders.

Indemnification by Pubco. Subject to the provisions of this Section 4.1 below, Pubco agrees to indemnify and hold harmless each InvestorInvestor and each other holder of Registrable Securities, and each Investor’s of their respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each Person, if any, who controls an Investor and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement (or allegedly untrue statement) of a material fact contained in (or incorporated by reference in) any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus Prospectus contained in the Registration Statement, or free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto), or any amendment or supplement to such Registration Statement, or any filing under any state securities law required to be filed or furnished, or arising out of or based upon any omission (or alleged omission) to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by Pubco of the Securities Act or any rule or regulation promulgated thereunder applicable to Pubco and relating to action or inaction required of Pubco in connection with any such registration (provided, however, that the indemnity agreement contained in this Section 4.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of Pubco, such consent not to be unreasonably withheld, delayed or conditioned)registration; and Pubco shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that Pubco will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged omission made in such Registration Statement, preliminary prospectus, final prospectusProspectus, or summary free writing prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to Pubco, in writing, by such selling holder or Investor Indemnified Party expressly for use therein, and shall reimburse Pubco, its directors and officers, and each other selling holder or controlling Person for any legal or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss, claim, damage, liability or action. Pubco also shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each Person who controls such Underwriter (within the meaning of the Securities Act or the Exchange Act, as applicable) on substantially the same basis as that of the indemnification provided above in this Section 4.1.

Indemnification by Pubco. Subject to the provisions of this Section 4.1 below, Pubco agrees to indemnify and hold harmless each Investor, and each Investor’s officers, employees, affiliates, directors, partners, members, attorneys and agents, and each Person, if any, who controls an Investor (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and against any expenses, losses, judgments, claims, damages suits, actions, or liabilitieslitigation brought by a third party, whether joint or several, arising that arise out of or are based upon any untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising that arise out of or are based upon any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by Pubco of the Securities Act or any rule or regulation promulgated thereunder applicable to Pubco and relating to action or inaction required of Pubco in connection with any such registration (“Claim”), and any losses, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses as incurred as a result of such Claim (provided, however, that the indemnity agreement contained in this Section 4.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of Pubco, such consent not to be unreasonably withheld, delayed or conditioned); and Pubco shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that Pubco will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to Pubco, in writing, by such selling holder or Investor Indemnified Party expressly for use therein. Pubco also shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each Person who controls such Underwriter on substantially the same basis as that of the indemnification provided above in this Section 4.1.

Indemnification by Pubco. Subject to the provisions of this Section 4.1 below, Pubco Xxxxx agrees to indemnify and hold harmless each InvestorHolder, and each InvestorHolder’s officers, employees, affiliates, directors, partners, members, attorneys and agents, and each Person, if any, who controls an Investor a Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an a “Investor Holder Indemnified Party”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by Pubco of the Securities Act or any rule or regulation promulgated thereunder applicable to Pubco and relating to action or inaction required of Pubco in connection with any such registration (provided, however, that the indemnity agreement contained in this Section 4.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of Pubco, such consent not to be unreasonably withheld, delayed or conditioned); and Pubco shall promptly reimburse the Investor Holder Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Holder Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that Pubco will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to Pubco, in writing, by such selling holder or Investor Holder Indemnified Party expressly for use therein. Pubco also shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each Person who controls such Underwriter on substantially the same basis as that of the indemnification provided above in this Section 4.1.