Common use of Indemnification by Purchaser Clause in Contracts

Indemnification by Purchaser. Purchaser and its permitted assignees shall, severally and not jointly, indemnify and hold harmless the Company, each of its directors, officers and employees and each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers and employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising solely out of or based solely upon failure of the Purchaser to deliver the prospectus when required or any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by Purchaser. Each Purchaser and its permitted assignees shall, severally and not jointly, indemnify and hold harmless the Company, each of its directors, officers officers, agents and employees and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers and officers, agents or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against any and all Losses, as incurred, arising solely out of or based solely upon failure of the Purchaser relating to deliver the prospectus when required any untrue or any alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus, as supplemented or any form of prospectusamended, if applicable, or arising solely out of or based solely upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that (i) such untrue statement or omission is contained in or omitted from any information so furnished in writing by such the Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus Prospectus, and that (ii) such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or or, to the extent that such information relates to such the Holder or such the Holder's proposed method of distribution of Registrable Securities and Securities, was reviewed and expressly approved in writing by such the Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b6(b) for only that amount as does not exceed the net proceeds to such the Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by Purchaser. Each Purchaser and its permitted assignees shall, severally and not jointly, indemnify and hold harmless the Company, each of its directors, officers officers, agents and employees and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers and officers, agents or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against any and all Losses, as incurred, arising solely out of or based solely upon failure of the Purchaser relating to deliver the prospectus when required any untrue or any alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus, as supplemented or any form of prospectusamended, if applicable, or arising solely out of or based solely upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that (i) such untrue statement or omission is contained in or omitted from any information so furnished in writing by such the Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus Prospectus, and that (ii) such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or or, to the extent that such information relates to such the Holder or such the Holder's ’s proposed method of distribution of Registrable Securities and Securities, was reviewed and expressly approved in writing by such the Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b6(b) for only that amount as does not exceed the net proceeds to such the Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by Purchaser. In connection with any registration pursuant to the terms of this Agreement, the Purchaser will furnish to the Company in writing such information as required by the 1933 Act concerning the Purchaser or the proposed manner of distribution for use in connection with any Registration Statement or Prospectus and its permitted assignees shall, severally and not jointly, agrees to indemnify and hold harmless harmless, to the fullest extent permitted by law, the Company, each of its directors, officers and employees officers, and each Person person who controls the Company (within the meaning of Section 15 of the Securities Act 0000 Xxx) against any losses, claims, damages, liabilities and Section 20 of the Exchange Act), and the directors, officers and employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, expense (including reasonable attorney's fees) resulting from and against all Losses, as incurred, arising solely out of or based solely upon failure of the Purchaser to deliver the prospectus when required or any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or arising solely out of or based solely upon any omission of a material fact required to be stated therein in the Registration Statement or Prospectus or preliminary prospectus or amendment or supplement thereto or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, extent that such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder or the Special Counsel Purchaser to the Company specifically for inclusion in the such Registration Statement or such Prospectus or amendment or supplement thereto and that such information was reasonably substantially relied upon by the Company for use in preparation of the Registration Statement or Prospectus or any amendment or supplement thereto. In no event shall the liability of the Purchaser be greater in amount than the dollar amount of the proceeds (net of the cost of the Registrable Securities and Additional Registrable Securities sold and all expenses paid by the Purchaser and not reimbursed by the Company and the amount of any damages the Purchaser has otherwise been required to pay by reason of such untrue statement or omission) received by the Purchaser upon the sale of the Registrable Securities or Additional Registrable Securities included in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information relates Statement giving rise to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statementindemnification obligation.

Indemnification by Purchaser. (a) Purchaser and its permitted assignees shallhereby indemnifies Seller, severally and not jointly, indemnify and hold harmless the Company, each of its directors, officers officers, employees, agents, and employees and each Person who controls the Company any person controlling Seller (within the meaning of Section 15 the Securities Act) each underwriter, if any, of Seller's securities covered by such registration statement, each person who controls that underwriter (within the meaning of the Securities Act and Section 20 of the Exchange Act), and the directors, officers and employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and ) against all Losses, as incurred, Claims (including any Claim incurred in settlement of any litigation commenced or settled) arising solely out of or based solely upon failure of the Purchaser to deliver the prospectus when required on (i) any untrue statement or any alleged untrue statement of a material fact contained in any prospectus or any related registration statement, notification or the Registration Statementlike, any Prospectusincident to such registration, qualification or compliance, or any form of prospectus, or arising solely out of or based solely upon (ii) any omission of or alleged omission to state in any such prospectus or any related registration statement, qualification or compliance, a material fact required to be stated therein in it or necessary to make the statements therein (statement(s) in the case of any Prospectus or form of prospectus or supplement thereto, it not misleading in the light of the circumstances circumstance in which the statement was made, or (iii) any violation by Purchaser of any rule or regulation promulgated under which they were madethe Securities Act applicable to Purchaser and relating to action or inaction required of Purchaser in connection with any such registration, qualification or compliance; provided, however, that the indemnity agreement contained in this Section 4.8(a) not misleading, will apply to the extent, but any Claim only to the extentextent that it arises out of or is based upon a Violation which occurs solely in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by or on behalf of Purchaser, and provided further that Purchaser will have no liability hereunder if (A) any such written information contained an untrue statement or omission is contained in or omitted from any information so furnished alleged untrue statement or omission that was subsequently corrected in writing by such Holder Purchaser and furnished to Seller or the Special Counsel underwriter in sufficient time for incorporation into the final prospectus, or (B) Seller pays any amounts in settlement of any such Claim if such settlement is effected without the consent of Purchaser (which consent will not be unreasonably withheld). (b) Purchaser will reimburse Seller and its directors, officers, employees, agents and controlling person (within the meaning of the Securities Act) each underwriter, and each person controlling that underwriter (within the meaning of the Securities Act) for any legal or any other expenses reasonably incurred in connection with investigating or defending any such Claim; provided, however, that the reimbursement provisions contained in this Section 4.8(b) will apply to the Company specifically for inclusion in the Registration Statement or any such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or Claim only to the extent that such it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder furnished expressly for use in the Registration Statement, connection with such Prospectus registration by or such form on behalf of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration StatementPurchaser.

Indemnification by Purchaser. (a) From and after the Closing, Purchaser shall indemnify Seller and its permitted assignees shallAffiliates (excluding, severally for the avoidance of doubt, the Company) and not jointlyeach of their respective officers, indemnify directors, employees, members, managers, general or limited partners, successors and assigns of Seller and its Affiliates, agents and other Representatives (collectively, the “Seller Indemnitees”) against, and pay and hold them harmless from, any Loss suffered or incurred by any such Seller Indemnitee, directly or indirectly, as a result of, related to arising from: (i) any breach or inaccuracy of any representation or warranty of Purchaser contained in this Agreement or the CompanyPurchaser Officer Certificate; (ii) any breach or failure (i) by Purchaser to comply with, each of its directorsperform or discharge any obligation, officers and employees and each Person who controls agreement or covenant contained in this Agreement or the Asset Transfer Agreement to be performed prior to the Closing or (ii) by Purchaser or the Company to comply with, perform or discharge any obligation, agreement or covenant contained in this Agreement or the Asset Transfer Agreement to be performed following to the Closing; and (within iii) any Assumed Liability arising after the meaning Closing under the Asset Transfer Agreement; provided, that nothing in this Section 10.02(a)(iii) shall limit or impair Seller’s indemnification obligations under Section 10.01 with respect to such Assumed Liability or the facts and circumstances giving rise thereto; provided, that for purposes of determining whether there has been a breach or inaccuracy of any representation or warranty, or the amount of any Loss related to any such breach or inaccuracy, under Section 15 of the Securities Act and Section 20 of the Exchange Act10.02(a)(i), the representations and warranties set forth in this Agreement and in the directors, officers and employees of such controlling Persons, and Purchaser Officer Certificate furnished pursuant to this Agreement shall be considered without giving effect to any materiality limitation or qualification (including the respective successors, assigns, estate and personal representatives of each of terms “material” or “Purchaser Material Adverse Effect”). (b) Notwithstanding the foregoing, Purchaser shall not be required to the fullest extent permitted by applicable law, from indemnify any Seller Indemnitee and against all Losses, as incurred, arising solely out Purchaser shall not have any liability in excess of or based solely upon failure 100% of the Purchaser to deliver the prospectus when required or any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration StatementFinal Purchase Price.

Indemnification by Purchaser. Subject to the provisions of this Section 4.1 below, Purchaser and its permitted assignees shall, severally and not jointly, agrees to indemnify and hold harmless the Companyeach Investor, and each of its Investor’s officers, employees, affiliates, directors, officers partners, members, attorneys and employees agents, and each Person Person, if any, who controls the Company an Investor (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), and the directors, officers and employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Lossesany expenses, as incurredlosses, judgments, claims, damages or liabilities, whether joint or several, arising solely out of or based solely upon failure of the Purchaser to deliver the prospectus when required or 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, any Prospectus, or any form of prospectusamendment or supplement to such Registration Statement, or arising solely out of or based solely upon any omission of to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, or any violation by Purchaser of the Securities Act or any rule or regulation promulgated thereunder applicable to Purchaser and relating to action or inaction required of Purchaser 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 Purchaser, such consent not to be unreasonably withheld, delayed or conditioned); and Purchaser 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 Purchaser will not be liable in any such case to the extentextent that any such expense, but only to the extentloss, that such claim, damage or liability arises out of or is based upon any untrue statement or omission is contained made in or omitted from any information so furnished in writing by such Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such Prospectus amendment or such form of prospectus or supplement, in reliance upon and in conformity with information furnished to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved Purchaser, in writing writing, by such Holder selling holder or Investor Indemnified Party expressly for use therein. Purchaser 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 the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement4.1.

Indemnification by Purchaser. Purchaser and its permitted assignees shall, severally and not jointly, shall indemnify and hold harmless the Company, each of its directors, officers officers, agents and employees and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers officers, agents and employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest full extent permitted by applicable law, from and against all LossesLosses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review), as incurred, arising solely out of or based solely upon failure of the Purchaser to deliver the prospectus when required or any untrue statement of a material fact contained in the any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder or the Special Counsel Purchaser to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus SupplementProspectus. Notwithstanding anything to the contrary contained herein, the Holder Purchaser shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder Purchaser as a result of the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by Purchaser. The Purchaser and its permitted assignees shall, severally and not jointly, shall indemnify and hold harmless the CompanyMandalay, each of its directors, officers officers, agents and employees and employees, each Person who controls the Company Mandalay (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers and officers, agents or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, Losses (as incurred, determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of or based solely upon failure of the Purchaser to deliver the prospectus when required or any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, misleading to the extent, but only to the extent, that such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder or the Special Counsel Purchaser to the Company Mandalay specifically for inclusion in the such Registration Statement or such Prospectus and or to the extent that (i) such untrue statements or omissions are based solely upon information was reasonably relied upon regarding the Purchaser furnished in writing to Mandalay by the Company Purchaser expressly for use in the Registration Statementtherein, such Prospectus or such form of prospectus or to the extent that such information relates to such Holder the Purchaser or such Holder's the Purchaser’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder the Purchaser expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything or in any amendment or supplement thereto or (ii) in the case of an occurrence of an event of the type specified in Section 1.2(c)(v)-(vii), the use by the Purchaser of an outdated or defective Prospectus after Mandalay has notified the Purchaser in writing that the Prospectus is outdated or defective and prior to the contrary contained herein, receipt by the Holder Purchaser of the Advice contemplated in Section 1.5. In no event shall the liability of any selling Purchaser hereunder be liable under this Section 5(b) for only that greater in amount as does not exceed than the dollar amount of the net proceeds to such Holder as a result of received by the Purchaser upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Purchaser. Each Purchaser and its permitted assignees shall, severally and not jointly, indemnify and hold harmless the Company, each of its directors, officers officers, agents and employees and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers and officers, agents or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising solely out of or based solely upon failure of the Purchaser to deliver the prospectus when required upon: any untrue or any alleged untrue statement of a material fact contained in the any Registration Statement, any Prospectus, or in any form of amendment or supplement thereto or in any preliminary prospectus, or arising solely out of or based solely upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder or the Special Counsel Purchaser to the Company specifically expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Purchaser’s information provided to the Company for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder Purchaser expressly for use in a Registration Statement (it being understood that the Registration StatementPurchaser has approved Exhibit B hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling Purchaser be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such form of Prospectus Supplement. Notwithstanding anything Purchaser in connection with any claim relating to the contrary contained herein, the Holder shall be liable under this Section 5(b4.13(f) for only that and the amount as does not exceed the net proceeds of any damages such Purchaser has otherwise been required to pay by reason of such Holder as a result of untrue statement or omission) received by such Purchaser upon the sale of the Registrable Securities pursuant included in the Registration Statement giving rise to such Registration Statementindemnification obligation.

Indemnification by Purchaser. Purchaser will furnish to the ---------------------------- Company in writing such information with respect to the name and address of Purchaser and its such other information as may be reasonably required for use in connection with the Registration Statement or prospectus included therein and agrees to indemnify, to the full extent permitted assignees shallby law, severally and not jointly, indemnify and hold harmless the Company, each of its directorsofficers, officers and employees directors and each Person person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directorsits agent and advisors against any losses, officers claims, damages, liabilities and employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, expenses resulting from and against all Losses, as incurred, arising solely out of or based solely upon failure of the Purchaser to deliver the prospectus when required or any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or arising solely out of or based solely upon any omission of a material fact required to be stated in the Registration Statement or prospectus included therein or any amendment thereof or supplement thereto or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue or alleged untrue statement or omission is contained in or omitted from such omission or alleged omission relates to any information with respect to Purchaser so furnished in writing by such Holder or the Special Counsel to the Company Purchaser specifically for inclusion in the Registration Statement or prospectus included therein; provided, however, that Purchaser shall not be liable in any such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or case to the extent that such information relates prior to such Holder the filing of the Registration Statement or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved prospectus included therein or amendment thereof or supplement thereto, Purchaser has furnished in writing by such Holder to the Company information expressly for use in the Registration Statement, such Prospectus Statement or such form of Prospectus Supplement. Notwithstanding anything prospectus or any amendment thereof or supplement thereto which corrected or made not misleading information previously furnished to the contrary contained herein, Company. In no event shall the Holder shall liability of Purchaser hereunder be liable under this Section 5(b) for only that greater in amount as does not exceed than the net dollar amount of the proceeds to such Holder as a result of received by it upon the sale of Registrable Securities pursuant the Shares giving rise to such Registration Statementindemnification obligation.

Indemnification by Purchaser. Each Purchaser and its permitted assignees shall, severally and not jointlyjointly with any other Purchaser or selling stockholder named in the Registration Statement, indemnify and hold harmless the Company, each of its directors, officers officers, agents and employees and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers and employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising solely out of or based solely upon failure of the Purchaser to deliver the prospectus when required upon: any untrue or any alleged untrue statement of a material fact contained in the any Registration Statement, any Prospectus, or in any form of amendment or supplement thereto or in any preliminary prospectus, or arising solely out of or based solely upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder or the Special Counsel Purchaser to the Company specifically expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Purchaser’s information provided to the Company for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder Purchaser expressly for use in a Registration Statement (it being understood that the Registration StatementPurchaser has approved Exhibit A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling Purchaser be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such form of Prospectus Supplement. Notwithstanding anything Purchaser in connection with any claim relating to the contrary contained herein, the Holder shall be liable under this Section 5(b4.11(f) for only that and the amount as does not exceed the net proceeds of any damages such Purchaser has otherwise been required to pay by reason of such Holder as a result of untrue statement or omission) received by such Purchaser upon the sale of the Registrable Securities pursuant included in the Registration Statement giving rise to such Registration Statementindemnification obligation.

Indemnification by Purchaser. Purchaser and its permitted assignees shall, severally and not jointly, shall indemnify and hold harmless the Company, each of its officers, directors, officers partners, members, agents and employees and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act), ) and the officers, directors, officers partners, members, agents and employees of each such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoingPerson, to the fullest extent permitted by applicable law, from and against any and all Losses, as incurred, arising solely out of or based solely upon failure of the Purchaser relating to deliver the prospectus when required any untrue or any alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus, Statement or any form of Company prospectus or in any amendment or supplement thereto or in any Company preliminary prospectus, or arising solely out of or based solely upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that (A) such untrue statement statements, alleged untrue statements, omissions or omission is contained in or omitted from any alleged omissions are based solely upon information so regarding Purchaser furnished in writing by such Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company Purchaser for use in the Registration Statementtherein, such Prospectus or such form of prospectus or to the extent that such information relates to such Holder Purchaser or such Holder's Purchaser’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder Purchaser or its counsel expressly for use in the Registration Statement, or (B) with respect to any prospectus, if the untrue statement or omission of material fact contained in such Prospectus prospectus was corrected on a timely basis in the prospectus, as then amended or supplemented, if such form of Prospectus Supplementcorrected prospectus was timely made available by Purchaser to the Company, and the Company seeking indemnity hereunder was advised in writing not to use the incorrect prospectus prior to the use giving rise to Losses. Notwithstanding anything contained herein to the contrary contained hereincontrary, the Holder no Indemnifying Party (as hereinafter defined) shall be liable under this Section 5(bobligated to indemnify an Indemnified Party (as hereinafter defined) hereunder for only that amount as does not exceed portion of any Losses that have been the net proceeds to such Holder as a result of the sale gross negligence or willful misconduct of Registrable Securities pursuant to such Registration StatementIndemnified Party or the breach of a Transaction Document by an Indemnified Party.

Indemnification by Purchaser. Each Purchaser and its permitted assignees shall, severally and not jointly, indemnify and hold harmless the Company, each of its directors, officers officers, agents and employees and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers and officers, agents or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against any and all Losses, as incurred, arising solely out of or based solely upon relating to (i) the failure of the Purchaser Holder to deliver a Prospectus, as amended or supplemented, to a purchaser in connection with a purchase or sale, (ii) the Holder’s use of a representation or prospectus when required other than the Prospectus, as amended or supplemented, in connection with a purchase or sale, or (iii) any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus, as supplemented or any form of prospectusamended, if applicable, or arising solely out of or based solely upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that (A) such untrue statement or omission is contained in or omitted from any information so furnished in writing by such the Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus Prospectus, and that (B) such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or or, to the extent that such information relates to such the Holder or such the Holder's ’s proposed method of distribution of Registrable Securities and Securities, was reviewed and expressly approved in writing by such the Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b6(b) for only that amount as does not exceed the net proceeds to such the Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by Purchaser. Purchaser and its permitted assignees shall, severally and not jointly, shall indemnify and hold harmless the Company, each of its directors, officers officers, agents and employees employees, and each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers and officers, agents or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, Losses (as incurred, determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of or based solely upon failure of the Purchaser to deliver the prospectus when required any untrue statement or any alleged untrue statement of a material fact contained in the any Registration Statement, any Prospectus, or any form of prospectusprospectus or in any amendment or supplement thereto, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, misleading to the extent, but only to the extent, that such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder or the Special Counsel Purchaser to the Company specifically for inclusion in the such Registration Statement or Prospectus or to the extent that (i) such Prospectus and that such untrue statements or omissions are based upon information was reasonably relied upon by regarding Purchaser furnished in writing to the Company by Purchaser expressly for use in the Registration Statementtherein, such Prospectus or such form of prospectus or to the extent that such information relates related to such Holder Purchaser or such Holder's Purchaser’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder Purchaser expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything or in any amendment or supplement thereto (which shall, however, be deemed to include disclosure substantially in accordance with the “Plan of Distribution” attached hereto), or (ii) in the case of an occurrence of an event of the type specified in Paragraph (3)(b) above, the use by Purchaser of an outdated or defective Prospectus after the Company has notified Purchaser in writing that the Prospectus is outdated or defective and prior to the contrary contained herein, receipt by Purchaser of the Holder Advice contemplated in Paragraph (6) below. In no event shall the liability of Purchaser hereunder be liable under this Section 5(b) for only that greater in amount as does not exceed than the dollar amount of the net proceeds to such Holder as a result of received by Purchaser upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Purchaser. In connection with any Registration Statement in which the Purchaser and its permitted assignees shallas a holder of Registrable Securities is participating, the Purchaser shall severally and but not jointly, without limitation as to time, indemnify and hold harmless harmless, to the fullest extent permitted by law, the Company, each of its any underwriter participating in the distribution and their respective directors, officers officers, agents and employees and employees, each Person who controls the Company or any such underwriter (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers and officers, agents or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable lawperson (individually a "Company Indemnified Person"), from and against any and all Losses, as incurred, arising solely out of or based solely upon failure of the Purchaser to deliver the prospectus when required (i) any untrue or any alleged untrue statement of a material fact contained in the any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any Preliminary Prospectus, or arising solely out of or based solely upon upon, in the case of the Registration Statement or any amendments thereto, any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (not misleading, and, in the case of any Prospectus the Prospectus, or form of prospectus prospectus, or supplement in any amendments or supplements thereto, or in any Preliminary Prospectus, any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made) , not misleading, in either case, to the extent, but only to the extent, that such untrue or alleged untrue statement or omission is contained or alleged omission has been made therein in or omitted from any reliance upon and in conformity with information so furnished in writing by such Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder Purchaser expressly for use in therein or (ii) the Registration Statement, such Prospectus failure of the Purchaser (if it is determined that it was the responsibility of the Purchaser) at or such form of Prospectus Supplement. Notwithstanding anything prior to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result written confirmation of the sale of the Registrable Securities pursuant to send or deliver a copy of an amended Preliminary Prospectus or the final Prospectus (or the final Prospectus as amended or supplemented) to the Person asserting any such Losses who purchased the Registrable Securities which are the subject thereof and the untrue statement or alleged untrue statement or omission or alleged omission of a material fact made in such Preliminary Prospectus was corrected in the amended Preliminary Prospectus or the final Prospectus (or the final Prospectus as amended and supplemented). In no event shall the liability of the Purchaser hereunder be, or be claimed by the Company to be, greater in amount than the dollar amount of the proceeds actually received by the Purchaser upon the sale of the Registrable Securities giving rise to such Registration Statementindemnification obligation.

Indemnification by Purchaser. Purchaser and its permitted assignees shall, severally and not jointly, indemnify and hold harmless the Company, each of its directors, officers officers, agents and employees and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers and officers, agents or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising solely out of or based solely upon failure of the Purchaser relating to deliver the prospectus when required any untrue or any alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus, as supplemented or any form of prospectusamended, if applicable, or arising solely out of or based solely upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in or omitted from any information so furnished in writing by such the Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information relates to such the Holder or such the Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such the Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b6(b) for only that amount as does not exceed the net proceeds to such the Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by Purchaser. To the extent permitted by law, Purchaser and its permitted assignees shall, severally and not jointly, will indemnify and hold harmless the Company, each of its the Company's officer, directors, officers stockholders, successors and employees assigns, any underwriter (as defined in the 0000 Xxx) for the Company (if selected by Purchaser or approved by Purchaser), and each Person person, if any, who controls the Company (or underwriter within the meaning of Section 15 of the Securities 1933 Act and Section 20 of or the Exchange 1934 Act), and against any losses, claims, damages, liabilities or actions (joint or several) to which they may become subject under the directors1933 Act, officers and employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable 1934 Act or other federal or state law or common law, from and against all Losses, as incurred, arising solely out of or based solely upon failure of the Purchaser to deliver the prospectus when required any untrue statement or any alleged untrue statement of a material fact contained in the Registration Statement, including any Prospectus, preliminary prospectus (not prohibited by Section 3.3) or final prospectus contained therein or any form of prospectusamendments or supplements thereto, or arising solely out of or based solely upon any the omission of or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (therein, in the case context in which made, not misleading; and Purchaser will reimburse as incurred the Company, the Company's successors and assigns, underwriter (if selected by Purchaser or approved by Purchaser) or controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the indemnification and other rights provided for in this Section 5.3(a) shall not apply (i) to any such loss, claim, damage, liability, or action insofar as it arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, preliminary prospectus or final prospectus or any Prospectus or form of prospectus amendment or supplement thereto, in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by the light Company or (ii) if the person asserting any such loss, claim, damage, liability or action who purchased the Registrable Shares which are the subject thereof did not receive a copy of the circumstances under which they were made) not misleading, final prospectus as amended or supplemented at or prior to the extentwritten confirmation of the sale of such Registrable Shares to such person because of the failure of the Company or underwriter to so provide, but only if required by law so to have been delivered, such amended preliminary or final prospectus and the extent, that such untrue statement or alleged untrue statement or omission is or alleged omission of a material fact made in such preliminary prospectus was corrected in the final prospectus as amended and supplemented. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company, its underwriter or its controlling person and shall survive the transfer of the Registrable Shares by the Company. Notwithstanding the foregoing, the indemnity agreement contained in this Section 5.3(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, or omitted from any information so furnished action if such settlement is effected without the consent of the Purchaser (which consent shall not be unreasonably withheld), and in writing by such Holder or no event shall the Special Counsel Purchaser be liable pursuant to this Section 5.3(a) for an amount in excess of the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon net proceeds received by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of from the sale of Registrable Securities Shares pursuant to such the Registration Statement.

Indemnification by Purchaser. Purchaser and its permitted assignees shall, severally and not jointlynotwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the Companyofficers, directors, agents (including any underwriters retained by such Holder in connection with the offer and sale of Registrable Securities), brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees of each of its directorsthem, officers and employees and each Person who controls the Company any such Holder (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act), ) and the officers, directors, officers agents and employees of each such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoingPerson, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and attorneys' fees) and expenses (collectively, "Losses"), as incurred, arising solely out of or based solely upon failure of the Purchaser relating to deliver the prospectus when required any untrue or any alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus, Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising solely out of or based solely upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, except to the extent, but only to the extent, that such untrue statement statements or omission is contained in or omitted from any omissions are based solely upon information so regarding such Holder furnished in writing to Purchaser by such Holder or the Special Counsel to the Company specifically expressly for inclusion in the Registration Statement or such Prospectus and that such use therein, which information was reasonably relied upon on by the Company Purchaser for use in the Registration Statement, such Prospectus or such form of prospectus therein or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything or in any amendment or supplement thereto (provided that Purchaser amended any disclosure with respect to the contrary contained hereinmethod of distribution upon written notice from the Holders that such section of the Prospectus should be revised in any way). In addition, the Holder Purchaser shall not be liable under this Section 5(bfor any Losses to any Holder with respect to any untrue or alleged untrue statement or omission or alleged omission if such statement or omission was made in a preliminary Prospectus that is corrected in a final Prospectus (or any amendment or supplement thereto) for only if the person asserting such Losses purchased Common Stock from a Holder in reliance upon such preliminary Prospectus (or a Prospectus which was subsequently amended or supplemented) or the Prospectus, as subsequently amended or supplemented, that amount as does not exceed the net proceeds was delivered by Purchaser to such Holder as a result prior to written confirmation of the sale of Registrable Securities pursuant the Common Stock to such Registration Statementperson in any case where such delivery of such Prospectus to the purchaser of the Common Stock (as amended or supplemented) is required, unless such failure to deliver such final Prospectus to the purchaser of the Common Stock (as amended or supplemented) was a result of noncompliance by Purchaser with Section 3(f) of this Agreement. Purchaser shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which Purchaser is aware in connection with the transactions contemplated by this Agreement.

Indemnification by Purchaser. To the extent permitted by law, Purchaser and its permitted assignees shall, severally and not jointly, will indemnify and hold harmless each Stockholder, such Stockholder's heirs, successors and assigns, any underwriter (as defined in the Company0000 Xxx) for such Stockholder (if selected by Purchaser or approved by Purchaser), each of its directors, officers and employees and each Person person, if any, who controls the Company (such Stockholder or underwriter within the meaning of Section 15 of the Securities 1933 Act and Section 20 of or the Exchange 1934 Act), and against any losses, claims, damages, liabilities or actions to which they may become subject under the directors1933 Act, officers and employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable 1934 Act or other federal or state law, from and against all Losses, as incurred, arising solely out of or based solely upon failure of the Purchaser to deliver the prospectus when required any untrue statement or any alleged untrue statement of a material fact contained in the Registration Statement, including any Prospectus, preliminary prospectus (not prohibited by Section 3.3) or final prospectus contained therein or any form of prospectusamendments or supplements thereto, or arising solely out of or based solely upon any the omission of or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (therein, in the case context in which made, not misleading; and Purchaser will reimburse each such Stockholder, such Stockholder's heirs, successors and assigns, underwriter (if selected by Purchaser or approved by Purchaser) or controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the indemnification and other rights provided for in this Section 5.3(a) shall not apply (i) to any such loss, claim, damage, liability, or action insofar as it arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, preliminary prospectus or final prospectus or any Prospectus or form of prospectus amendment or supplement thereto, in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by any Stockholder or (ii) if the light person asserting any such loss, claim, damage, liability or action who purchased the Registrable Shares which are the subject thereof did not receive a copy of an amended preliminary prospectus or the final prospectus (or the final prospectus as amended or supplemented) at or prior to the written confirmation of the circumstances under which they were made) not misleading, sale of such Registrable Shares to such person because of the extent, but only failure of such Stockholder or underwriter to so provide such amended preliminary or final prospectus and the extent, that such untrue statement or alleged untrue statement or omission is contained or alleged omission of a material fact made in such preliminary prospectus was corrected in the amended preliminary prospectus or omitted from the final prospectus (or the final prospectus as amended and supplemented). Such indemnity shall remain in full force and effect regardless of any information so furnished in writing investigation made by or on behalf of such Stockholder, underwriter or controlling person and shall survive the transfer of the Registrable Shares by such Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration StatementStockholder.

Indemnification by Purchaser. The Purchaser and its permitted assignees shall, severally and not jointly, shall indemnify and hold harmless the Company, each of its directors, officers officers, agents and employees and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers and officers, agents or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, Losses (as incurred, determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of or based solely upon failure of the Purchaser to deliver the prospectus when required or any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or based solely upon relating to any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, extent that such untrue statement or omission is contained in or omitted from any information so furnished by the Purchaser in writing by such Holder or the Special Counsel to the Company specifically for inclusion in the such Registration Statement or such Prospectus and or to the extent that (i) such untrue statements or omissions are based solely upon information was reasonably relied upon regarding the Purchaser furnished to the Company by the Company Purchaser in writing expressly for use in the Registration StatementStatement or Prospectus, such Prospectus or such form of prospectus or to the extent that such information relates to such Holder the Purchaser or such Holder's the Purchaser’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved by the Purchaser expressly for use in the Registration Statement (it being understood that the information provided by the Purchaser to the Company in any applicable questionnaires and the Plan of Distribution in substantially the form delivered by the Company to the Purchaser prior to the initial filing of the applicable Registration Statement, as the same may be modified by the Purchaser constitutes information reviewed and expressly approved by the Purchaser in writing by such Holder expressly for use in the Registration Statement), such Prospectus or such form of Prospectus Supplementor in any amendment or supplement thereto. Notwithstanding anything to In no event shall the contrary contained herein, liability of the Holder shall Purchaser hereunder be liable under this Section 5(b) for only that greater in amount as does not exceed than the dollar amount of the net proceeds to such Holder as a result of received by the Purchaser upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Purchaser. (a) Subject to the terms and conditions of this Article XI, Purchaser and its permitted assignees shallagrees to indemnify, severally and not jointly, indemnify defend and hold harmless the CompanySeller Indemnitees from, each of its directors, officers and employees and each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act)against, and the directorsshall compensate and reimburse each Seller Indemnitee for and in respect of any and all Losses asserted against, officers and employees of such controlling Personsrelating to, and the respective successorsimposed upon or incurred by any Seller Indemnitee by reason of, assignsresulting from, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, as incurredbased upon, arising solely out of of, whether directly or based solely upon failure of indirectly, (i) the Purchaser to deliver the prospectus when required breach, inaccuracy, untruth or any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case incompleteness of any Prospectus representation or form warranty of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission is Purchaser contained in or omitted from made pursuant to this Agreement, any information so furnished Ancillary Agreement or any certificate, schedule or exhibit delivered by Purchaser in writing connection with this Agreement or any Ancillary Agreement, (ii) the breach of any covenant or obligation of Purchaser set forth in this Agreement or any Ancillary Agreement, (iii) any Liability of Purchaser other than the Assumed Liabilities, or (iv) any Proceeding relating to any breach, alleged breach, Liability or matter of the type referred to above (including any Proceeding commenced by such Holder or any Seller Indemnitee for the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statementpurpose of enforcing any of its rights under this Article XI) (collectively, such Prospectus or such form of prospectus or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. "Seller Indemnifiable Losses"): (b) Notwithstanding anything to the contrary contained hereinin this Agreement, the Holder no claim for Seller Indemnifiable Losses shall be liable made under this Section 5(bArticle XI: (i) unless the aggregate of Seller Indemnifiable Losses shall exceed $50,000 (at which point Purchaser shall become liable for the aggregate Losses, and not just amounts in excess of $50,000), (ii) to the extent the Seller had a reasonable opportunity, but failed, in good faith to mitigate the Losses, including but not limited to the failure to use commercially reasonable efforts to recover under a policy of insurance or under a contractual right of set-off or indemnity, (iii) for only any Losses to the extent that amount as does not exceed the net proceeds Seller Indemnitees have received payments in respect of claims made under this Article XI in excess of $3,300,000 in the aggregate, or (iv) with respect to any Losses suffered, incurred or sustained by any Seller Indemnitee or to which any of them becomes subject to the extent such Holder as a result of Losses arise from or were directly caused by actions taken or failed to be taken by Seller after the sale of Registrable Securities pursuant Closing. The Seller Indemnitees' sole and exclusive remedy against Purchaser for Losses shall be indemnification under this Article XI; provided, however, that nothing contained in this Section 11.3(b) shall limit any remedy at law or equity to such Registration Statement.which Seller may be entitled against Purchaser for fraud or intentional misrepresentation

Indemnification by Purchaser. Each Purchaser and its permitted assignees shall, severally and not jointly, indemnify and hold harmless the Company, each of its directors, officers officers, agents and employees and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers and officers, agents or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, Losses (as incurred, determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of (i) any material misrepresentation or based solely upon failure material breach of any representation or warranty made by such Purchaser in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby; (ii) breach by Purchaser to deliver the prospectus when required of any covenant, agreement or obligation set forth in Section 9.5; or (iii) any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or based solely upon relating to any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, extent that such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder or the Special Counsel in writing to the Company specifically for inclusion in the such Registration Statement or such Prospectus and or to the extent that such untrue statements or omissions are based solely upon information was reasonably relied upon by regarding such Holder furnished to the Company by such Purchaser in writing expressly for use in the Registration Statementtherein, such Prospectus or such form of prospectus or to the extent that such information relates to such Holder Purchaser or such Holder's Purchaser ’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved by such Purchaser expressly for use in the Registration Statement (it being understood that the information provided by the Purchaser to the Company in response to Exhibit C-1 and the Plan of Distribution set forth on Exhibit C, as the same may be modified by such Purchaser and other information provided by the Purchaser to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Purchaser in writing by such Holder expressly for use in the Registration Statement), such Prospectus or such form of Prospectus Supplementprospectus or in any amendment or supplement thereto. Notwithstanding anything In no event shall the liability of any selling Holder hereunder be greater in amount than the amount of the Purchase Price paid by such Purchaser hereunder, or with respect to the contrary contained herein, the Holder shall be liable a Loss arising under clause (iii) of this Section 5(b10.1(b) for only that amount as does not exceed or Section 9.5, if greater, the net proceeds from any sale of such Purchaser’s Registrable Securities giving rise to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statementindemnification obligation.

Indemnification by Purchaser. In connection with any Registration Statement in which the Purchaser and its permitted assignees shallas a holder of Registrable Securities is participating, the Purchaser shall severally and but not jointly, without limitation as to time, indemnify and hold harmless harmless, to the fullest extent permitted by law, the Company, each of its any underwriter participating in the distribution and their respective directors, officers officers, agents and employees and employees, each Person who controls the Company or any such underwriter (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers and officers, agents or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable lawperson, from and against any and all Losses, as incurred, arising solely out of or based solely upon failure of the Purchaser to deliver the prospectus when required or (i) any untrue or alleged untrue 13 14 statement of a material fact contained in the any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any Preliminary Prospectus, or arising solely out of or based solely upon upon, in the case of the Registration Statement or any amendments thereto, any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (not misleading, and, in the case of any Prospectus the Prospectus, or form of prospectus prospectus, or supplement in any amendments or supplements thereto, or in any Preliminary Prospectus, any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made) , not misleading, in either case, to the extent, but only to the extent, that such untrue or alleged untrue statement or omission is contained or alleged omission has been made therein in or omitted from any reliance upon and in conformity with information so furnished in writing by such Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder Purchaser expressly for use in therein or (ii) the Registration Statement, such Prospectus failure of the Purchaser (if it is determined that it was the responsibility of the Purchaser) at or such form of Prospectus Supplement. Notwithstanding anything prior to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result written confirmation of the sale of the Registrable Securities pursuant to send or deliver a copy of an amended Preliminary Prospectus or the final Prospectus (or the final Prospectus as amended or supplemented) to the Person asserting any such Losses who purchased the Registrable Securities which are the subject thereof and the untrue statement or alleged untrue statement or omission or alleged omission of a material fact made in such Preliminary Prospectus was corrected in the amended Preliminary Prospectus or the final Prospectus (or the final Prospectus as amended and supplemented). In no event shall the liability of the Purchaser hereunder be, or be claimed by the Company to be, greater in amount than the dollar amount of the proceeds actually received by the Purchaser upon the sale of the Registrable Securities giving rise to such Registration Statementindemnification obligation.

Indemnification by Purchaser. The Purchaser and its permitted assignees shall, severally and not jointly, indemnify and hold harmless the Company, each of its directors, officers officers, agents and employees and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers and officers, agents or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising solely out of or based solely upon failure of the Purchaser relating to deliver the prospectus when required any untrue or any alleged untrue statement of a material fact contained in the any Registration Statement, any Prospectus, as supplemented or any form of prospectusamended, if applicable, or arising solely out of or based solely upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission or alleged untrue statement or omission is contained in or omitted from any written information so regarding the Purchaser furnished in writing by such Holder or the Special Counsel to the Company specifically by the Purchaser expressly for inclusion use in the Registration Statement or such Prospectus Statement, and that such information was reasonably relied upon by the Company for use therein. In no event shall the liability of the Purchaser be greater in amount than the dollar amount of the proceeds (net of all expenses paid by the Purchaser in connection with any claim relating to this Section 5.2 and the amount of any damages the Purchaser has otherwise been required to pay by reason of such untrue statement or omission) received by the Purchaser upon the sale of the Registrable Securities included in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information relates Statement giving rise to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statementindemnification obligation.

Indemnification by Purchaser. In connection with any Registration Statement in which the Purchaser and its permitted assignees shallas a holder of Registrable Securities is participating, the Purchaser shall severally and but not jointly, without limitation as to time, indemnify and hold harmless harmless, to the fullest extent permitted by law, the Company, each of its any underwriter participating in the distribution and their respective directors, officers officers, agents and employees and employees, each Person who controls the Company or any such underwriter (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers and officers, agents or employees of such controlling Personsperson (individually, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable lawa "Company Indemnified Person"), from and against any and all Losses, as incurred, arising solely out of or based solely upon failure of the Purchaser to deliver the prospectus when required (i) any untrue or any alleged untrue statement of a material fact contained in the any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any Preliminary Prospectus, or arising solely out of or based solely upon upon, in the case of the Registration Statement or any amendments thereto, any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (not misleading, and, in the case of any Prospectus the Prospectus, or form of prospectus prospectus, or supplement in any amendments or supplements thereto, or in any Preliminary Prospectus, any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made) , not misleading, in either case, to the extent, but only to the extent, that such untrue or alleged untrue statement or omission is contained or alleged omission has been made therein in or omitted from any reliance upon and in conformity with information so furnished in writing by such Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder Purchaser expressly for use in therein or (ii) the Registration Statement, such Prospectus failure of the Purchaser (if it is determined that it was the responsibility of the Purchaser) at or such form of Prospectus Supplement. Notwithstanding anything prior to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result written confirmation of the sale of the Registrable Securities pursuant to send or deliver a copy of an amended Preliminary Prospectus or the final Prospectus (or the final Prospectus as amended or supplemented) to the Person asserting any such Losses who purchased the Registrable Securities which are the subject thereof and the untrue statement or alleged untrue statement or omission or alleged omission of a material fact made in such Preliminary Prospectus was corrected in the amended Preliminary Prospectus or the final Prospectus (or the final Prospectus as amended and supplemented). In no event shall the liability of the Purchaser hereunder be, or be claimed by the Company to be, greater in amount than the dollar amount of the proceeds actually received by the Purchaser upon the sale of the Registrable Securities giving rise to such Registration Statementindemnification obligation.

Indemnification by Purchaser. Purchaser and its permitted assignees shall, severally and not jointly, agrees to indemnify and hold harmless the CompanyCompany (and its officers, each of its directors, officers employees, affiliates and employees and each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Actagents), and the directors, officers and employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Lossesany losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) to which any of them may become subject (under the Securities Act or otherwise) with respect to any registration, qualification or compliance under this Section 6.1 insofar as incurredsuch losses, arising solely claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise out of of, or are based solely upon failure of the Purchaser to deliver the prospectus when required or (A) any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or arising solely out of or based solely upon any 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 theretotherein, in the light of the circumstances under in which they were made) , not misleading, in any registration statement (on the effective date thereof), prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance, made in reliance upon and in conformity with written information furnished to the extentCompany by or on behalf of Purchaser specifically for use in preparation of such document; provided, but only -------- however, that Purchaser shall not be liable in any such case for any (i) untrue ------- statement or omission in any registration statement, prospectus or other such document which statement has been corrected, in writing, by Purchaser and delivered to the extentCompany ten (10) days before the sale from which such loss occurred, that such (B) an untrue statement or omission in any prospectus delivered by Purchaser that is contained corrected in any subsequent prospectus, or omitted from any information so furnished in writing by such Holder supplement or the Special Counsel amendment thereto, and delivered to Purchaser prior to the Company specifically sale or sales from which a loss or liability arose, or (C) any failure by Purchaser to fulfill any of its obligations under Section 6.1 hereof. Purchaser will, as incurred, reimburse the indemnified parties herein for inclusion any legal or other expenses reasonably incurred in the Registration Statement investigating, defending or preparing to defend any such Prospectus and that such information was reasonably relied upon by the Company for use claims, actions or proceedings in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statementrespect thereof.

Indemnification by Purchaser. Purchaser and its permitted assignees shall, severally and not jointly, shall indemnify and hold harmless the Company, each of its directors, officers officers, agents and employees and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers and officers, agents or employees of each such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoingPerson, to the fullest extent permitted by applicable law, from and against any and all Losses, Losses (as incurred, determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of or based solely upon failure of the Purchaser to deliver the prospectus when required or any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or based solely upon relating to any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, extent that (i) such untrue statement or omission is contained in or omitted from any information so furnished by Purchaser (or its counsel) in writing by such Holder or the Special Counsel to the Company specifically for inclusion in the such Registration Statement or such Prospectus and that Prospectus, (ii) such untrue statement or omission is based solely upon information was reasonably relied upon by regarding Purchaser furnished to the Company by Purchaser (or its counsel) in writing expressly for use in the Registration Statementtherein, such Prospectus or such form of prospectus or to the extent that (iii) such information relates to such Holder Purchaser or such Holder's Purchaser’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved by Purchaser (or its counsel) expressly for use in the Registration Statement (it being understood that the information provided by Purchaser to the Company in Exhibit B and the Plan of Distribution set forth on Exhibit A, as the same may be modified by Purchaser, and other information provided by Purchaser to the Company in or pursuant to this Agreement or the Purchase Agreement constitutes information reviewed and expressly approved by Purchaser in writing by such Holder expressly for use in the Registration Statement), such Prospectus or such form of Prospectus Supplementor in any amendment or supplement thereto. Notwithstanding anything to In no event shall the contrary contained herein, liability of Purchaser hereunder be greater in amount than the Holder shall be liable under this Section 5(b) for only that dollar amount as does not exceed of the net proceeds to such Holder as a result of received by Purchaser upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Purchaser. Subject to the provisions of this Section 4.1 below, Purchaser and its permitted assignees shall, severally and not jointly, agrees to indemnify and hold harmless the Companyeach Holder, and each of its Holder’s officers, employees, affiliates, directors, officers partners, members, attorneys and employees agents, and each Person Person, if any, who controls the Company a Holder (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act) (each, an “Holder Indemnified Party”), and the directors, officers and employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Lossesany expenses, as incurredlosses, judgments, claims, damages or liabilities, whether joint or several, arising solely out of or based solely upon failure of the Purchaser to deliver the prospectus when required or 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, any Prospectus, or any form of prospectusamendment or supplement to such Registration Statement, or arising solely out of or based solely upon any omission of to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, or any violation by Purchaser of the Securities Act or any rule or regulation promulgated thereunder applicable to Purchaser and relating to action or inaction required of Purchaser 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 Purchaser, such consent not to be unreasonably withheld, delayed or conditioned); and Purchaser shall promptly reimburse the Holder Indemnified Party for any legal and any other expenses reasonably incurred by such Holder Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that Purchaser will not be liable in any such case to the extentextent that any such expense, but only to the extentloss, that such claim, damage or liability arises out of or is based upon any untrue statement or omission is contained made in or omitted from any information so furnished in writing by such Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such Prospectus amendment or such form of prospectus or supplement, in reliance upon and in conformity with information furnished to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved Purchaser, in writing writing, by such selling holder or Holder Indemnified Party expressly for use therein. Purchaser 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 the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement4.1.

Indemnification by Purchaser. The Purchaser and its permitted assignees shall, severally and not jointly, indemnify and hold harmless the Company, each of its directors, officers officers, agents and employees and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers and officers, agents or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising solely out of or based solely upon failure of the Purchaser relating to deliver the prospectus when required any untrue or any alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus, as supplemented or any form of prospectusamended, if applicable, or arising solely out of or based solely upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in or omitted from any information so furnished in writing by such the Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information relates to such the Holder or such the Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved furnished in writing by such the Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by Purchaser. Purchaser and its permitted assignees Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, each of its directors, officers officers, agents and employees and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers and officers, agents or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against any and all Losses, as incurred, arising solely out of or based solely upon failure of the Purchaser relating to deliver the prospectus when required any untrue or any alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus, as supplemented or any form of prospectusamended, if applicable, or arising solely out of or based solely upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that (i) such untrue statement or omission is contained in or omitted from any information so furnished in writing by such the Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus Prospectus, and that (ii) such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplementprospectus. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b6(b) for only that amount as does not exceed the net gross proceeds to such the Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by Purchaser. (a) Subject to the provisions of this Article 10 and except with respect to indemnification for any matter relating to Taxes (which shall be governed exclusively by Article 7), effective at and after the Closing Date, Purchaser and its permitted assignees shallthe Transferred Entities shall indemnify, severally and not jointly, indemnify defend and hold harmless the CompanySellers and their respective Affiliates and their respective members, each of its partners, managers, officers, directors, officers and employees and each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act)employees, and the directorsrepresentatives, officers and employees of such controlling Persons, counsel, agents, successors and assigns (collectively, the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law“Seller Indemnified Parties”), from and against any and all Losses, as incurred, Losses actually incurred or suffered by any of the Seller Indemnified Parties to the extent arising solely out of or based solely upon failure relating to (i) any breach of any representation or warranty (determined without regard to any qualification or exception contained in such representation or warranty relating to materiality or Purchaser Material Adverse Effect, except for any such qualification to the extent it qualifies an affirmative requirement to list specified items on a section of the Purchaser Disclosure Schedule, providing or delivering (or making available or giving access) to deliver the prospectus when required Sellers information, copies or terms) of Purchaser, at and as of the date of this Agreement or at and as of the Closing as though made at and as of such time (or, if made as of a specific date, at and as of such date), contained in Article 4; (ii) any breach of any covenant or agreement of Purchaser contained in this Agreement; (iii) except for Liabilities with respect to which any member of the Parent Group has expressly agreed to pay, assume or be responsible (including through indemnification obligations) for under the terms of this Agreement or any untrue statement Ancillary Agreement (after giving effect to any applicable limitations on such Parent Group member’s obligations in respect of a material fact contained in such Liabilities under the Registration Statementterms of this Agreement or any Ancillary Agreement), any Prospectus, or any form of prospectus, or Liability arising solely out of or based solely upon relating to the Transferred Entities, the Business (including the ownership and operation thereof), or the ownership, occupation or use by the Transferred Entities of the Business Owned Real Property or the Business Leased Real Property in connection with the Business, whether any omission such Losses arise before or after Closing; (iv) without duplication of a material fact required any Loss described in the foregoing clause (iii), any Liability to be stated therein the extent reflected or necessary reserved for on the Final Working Capital and Indebtedness Statement; and (v) subject to make Section 5.29, the statements therein Specified Matter and the Specified Actions (but, subject to Section 5.29, only, in the case of this clause (v), with respect to such Losses actually incurred or suffered at and after the Closing Date). (b) Notwithstanding any Prospectus other provision to the contrary: (i) Purchaser shall not be required to indemnify, defend or form hold harmless any Seller Indemnified Party against, or reimburse any Seller Indemnified Party for, any Losses pursuant to Section 10.03(a)(i), (A) unless such claim or series of prospectus or supplement thereto, related claims involve Losses in the light excess of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that De Minimis Amount and if such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does Losses do not exceed the net proceeds De Minimis Amount, such Losses shall not be applied to such Holder as a result or considered for purposes of calculating the aggregate amount of the sale Seller Indemnified Parties’ Losses under Section 10.03(b)(i)(B) or (B) until the aggregate amount of Registrable Securities pursuant the Seller Indemnified Parties’ Losses under Section 10.03(a)(i) exceeds the Deductible, after which Purchaser shall be obligated for all the Seller Indemnified Parties’ Losses under Section 10.03(a)(i) in excess of the Deductible, subject to Sections 10.03(b)(i)(A), 10.03(b)(ii) and 10.03(b)(iii); (ii) the cumulative indemnification obligation of Purchaser under Section 10.03(a)(i) shall in no event exceed, in aggregate, the Cap; provided, that none of the De Minimis Amount, the Deductible or the Cap shall apply to any claim involving Losses resulting from fraud or arising out of or relating to a breach of the representations and warranties set forth in Section 4.02 (Authority Relative to this Agreement) or Section 4.06 (Brokers); (iii) the cumulative indemnification obligations of Purchaser under Sections 10.03(a)(i), 10.03(a)(ii) and 7.03 shall in no event exceed, in aggregate, the Overall Cap; provided, that the Overall Cap shall not apply to any claim involving Losses resulting from fraud; and (iv) subject to the immediately following proviso, Section 10.03(a)(iii) shall not apply to (and, for the avoidance of doubt, Parent shall retain control over in all respects, subject to Section 10.09) the Specified Demand; provided, that this Section 10.03(b)(iv) shall not apply to any other Losses or Actions other than the Specified Demand, even if such Registration Statementother Actions are based, in whole or in part, on the same, similar or overlapping facts and circumstances as the Specified Demand, including the matter described in Section 3.7(a) of the Seller Disclosure Schedule under the heading “Specified Matter” (the “Specified Matter”).

Indemnification by Purchaser. Purchaser and its permitted assignees shallSubject to the provisions of this Section 4.1 below, severally and not jointly, Pxxxxxxxx agrees to indemnify and hold harmless the Companyeach Investor, and each of its Investor’s officers, employees, affiliates, directors, officers partners, members, attorneys and employees agents, and each Person Person, if any, who controls the Company an Investor (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), and the directors, officers and employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Lossesany expenses, as incurredlosses, judgments, claims, damages or liabilities, whether joint or several, arising solely out of or based solely upon failure of the Purchaser to deliver the prospectus when required or 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, any Prospectus, or any form of prospectusamendment or supplement to such Registration Statement, or arising solely out of or based solely upon any omission of to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, or any violation by Purchaser of the Securities Act or any rule or regulation promulgated thereunder applicable to Purchaser and relating to action or inaction required of Purchaser 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 Purchaser, such consent not to be unreasonably withheld, delayed or conditioned); and Purchaser 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 Purchaser will not be liable in any such case to the extentextent that any such expense, but only to the extentloss, that such claim, damage or liability arises out of or is based upon any untrue statement or omission is contained made in or omitted from any information so furnished in writing by such Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such Prospectus amendment or such form of prospectus or supplement, in reliance upon and in conformity with information furnished to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved Purchaser, in writing writing, by such Holder selling holder or Investor Indemnified Party expressly for use therein. Purchaser 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 the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement4.1.

Indemnification by Purchaser. Purchaser and its permitted assignees shall, severally and not jointly, shall indemnify and hold harmless the Company, each of its directors, officers officers, agents and employees and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers and officers, agents or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising solely out of or based solely upon upon: (x) Purchaser’s failure to comply with any applicable prospectus delivery requirements of the Purchaser to deliver Securities Act through no fault of the prospectus when required Company or (y) any untrue or alleged untrue statement of a material fact contained in the any Registration Statement, any Prospectus, or any form of preliminary prospectus, free writing prospectus, or in any amendment or supplement thereto, or arising solely out of or based solely upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder or the Special Counsel Purchaser to the Company specifically expressly for inclusion in the such Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or (ii) to the extent extent, but only to the extent, that such information relates to such Holder or such Holder's Purchaser’s proposed method of distribution of Registrable Securities the Purchased Shares and was reviewed and expressly approved in writing by such Holder Purchaser expressly for use in a Registration Statement (it being understood that the Registration StatementPurchaser has approved the contents of the Selling Stockholder Questionnaire for this purpose), such Prospectus prospectus, preliminary prospectus, free writing prospectus, or such form of Prospectus Supplement. Notwithstanding anything in any amendment or supplement thereto or (iii) to the contrary contained hereinextent, but only to the Holder extent, related to the use by Purchaser of an outdated, defective or otherwise unavailable prospectus after the Company has notified Purchaser in writing that the prospectus is outdated, defective or otherwise unavailable for use by Purchaser. In no event shall be liable the liability of Purchaser under this Section 5(b4.5(b) for only that be greater in amount as does not exceed than the dollar amount of the net proceeds to such Holder as a result of received by Purchaser upon the sale of Registrable Securities pursuant the Purchased Shares giving rise to such Registration Statementindemnification obligation.

Indemnification by Purchaser. The Purchaser and its permitted assignees shall, severally and not jointly, shall indemnify and hold harmless harmless, to the fullest extent permitted by law, the Company, each of its directors, officers officers, employees and employees agents, and each Person who controls the Company (within the meaning of Section 15 of the Securities Act Act) (collectively, the "Company Indemnified Parties") against all losses, claims, damages, liabilities and Section 20 of expenses to which the Company Indemnified Parties may become subject under the Securities Act, the Exchange Act), and the directorsat common law or otherwise, officers and employees of insofar as such controlling Personslosses, and the respective successorsclaims, assignsdamages, estate and personal representatives of each of the foregoingliabilities or expenses (or actions or proceedings, to the fullest extent permitted by applicable lawwhether commenced or threatened, from and against all Losses, as incurred, arising solely in respect thereof) arise out of or are based solely upon failure of the Purchaser to deliver the prospectus when required (i) any untrue statement or any alleged untrue statement of a material fact contained in any registration statement in which the Registration Statement, any Prospectus, Purchaser's Registrable Securities were included or any form of prospectus, the omission or arising solely out of or based solely upon any alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary, final or summary prospectus, together with the case of documents incorporated by reference therein (as amended or supplemented if the Company shall have filed with the Commission any Prospectus or form of prospectus amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made) , not misleading, misleading to the extent, but only to extent in the extentcases described in clauses (i) and (ii), that such untrue statement or omission is contained in or omitted from any information so was furnished in writing by such Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company Purchaser for use in the Registration Statementpreparation thereof, such Prospectus or such form (iii) any violation by the Purchaser of prospectus any federal, state or common law rule or regulation applicable to the extent that such information relates Purchaser and relating to such Holder action of or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing inaction by such Holder expressly for use holder in the Registration Statement, connection with any such Prospectus registration. Such indemnity obligation shall remain in full force and effect regardless of any investigation made by or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result on behalf of the sale Company Indemnified Parties (except as provided above) and shall survive the transfer of Registrable Securities pursuant to such Registration Statementsecurities by the Purchaser.

Indemnification by Purchaser. Purchaser and its permitted assignees shall, severally and not jointly, indemnify and hold harmless the Company, each of its directors, officers officers, agents and employees and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers and officers, agents or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising solely out of or based solely upon failure of the Purchaser relating to deliver the prospectus when required any untrue or any alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus, as supplemented or any form of prospectusamended, if applicable, or arising solely out of or based solely upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in or omitted from any information so furnished in writing by such the Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information relates to such the Holder or such the Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such the Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b6(b) for only that amount as does not exceed the net proceeds to such the Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by Purchaser. Purchaser and its permitted assignees shall, severally and not jointly, indemnify and hold harmless the Company, each of its directors, officers officers, agents and employees and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers and officers, agents or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising solely out of or based solely upon failure of the Purchaser relating to deliver the prospectus when required or any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or arising solely out of or based solely upon relating to any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in or omitted from any information so furnished in writing by such the Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information relates to such the Holder or such the Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such the Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.this

Indemnification by Purchaser. Purchaser and its permitted assignees Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, each of its directors, officers officers, agents and employees and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers and officers, agents or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against any and all Losses, as incurred, arising solely out of or based solely upon failure of the Purchaser relating to deliver the prospectus when required any untrue or any alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus, as supplemented or any form of prospectusamended, if applicable, or arising solely out of or based solely upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, extent that (i) such untrue statement or omission is contained in or omitted from any information so furnished in writing by such the Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus Prospectus, and that (ii) such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplementprospectus. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b6(b) for only that amount as does not exceed the net gross proceeds to such the Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by Purchaser. Each Purchaser and its permitted assignees shall, severally and not jointly, shall indemnify and hold harmless harmless, to the fullest extent permitted by law, the Company, each of its directors, officers officers, employees, and employees agents, and each Person person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of Act) (collectively, “Company Indemnified Parties”) against all Losses to which any Company Indemnified Party may become subject under the Securities Act, the Exchange Act), and the directors, officers and employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable any other federal law, from and against all Lossesany state or common law, any rule or regulation promulgated thereunder, or otherwise, insofar as incurredsuch Losses (or actions or proceedings, arising solely out of whether commenced or based solely upon failure of the Purchaser to deliver the prospectus when required threatened, in respect thereof) are caused by (a) any untrue statement or any alleged untrue statement of a material fact contained in any Registration Statement in which such Registrable Securities were included as contemplated hereby or the Registration Statement, any Prospectus, omission or any form of prospectus, or arising solely out of or based solely upon any alleged omission of to state therein a material fact required to be stated therein or necessary in order to make the statements therein (in the case of any Prospectus or form of prospectus or supplement theretotherein, in the light of the circumstances under which they were made) , not misleading, (b) any untrue statement or alleged untrue statement of a material fact contained in any Prospectus, together with the documents expressly incorporated by reference therein (as amended or supplemented if the Company shall have filed with the Commission any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and in the cases described in clauses (a) and (b) of this Section 3.2, to the extent, but only to the extent, that such untrue statement or omission is contained in or omitted from any information so furnished in writing by or on behalf of such Holder or the Special Counsel Purchaser relating to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company Purchaser for use in the Registration Statementpreparation of the documents described in clauses (a) and (b), (c) any violation by such Purchaser of the Securities Act, the Exchange Act, any other federal law, any state or common law, or any rule or regulation promulgated thereunder applicable to such Purchaser and relating to action of or inaction by such Purchaser in connection with any such registration, and (d) with respect to any Prospectus, the fact that such Purchaser sold Registrable Securities to a person to whom there was not sent or given, at or before the written confirmation of such sale, a copy of any subsequent Prospectus (excluding the documents incorporated by reference) or of the Prospectus as then amended or supplemented (excluding documents incorporated by reference) if the Company has previously furnished copies thereof to such Purchaser in compliance with this Agreement and the Loss of such Company Indemnified Party results from an untrue statement or omission of a material fact relating to information provided by such Purchaser contained in such Prospectus which was corrected in the Prospectus (or such form the Prospectus as amended or supplemented). Such indemnity and reimbursement of prospectus expenses and obligations shall remain in full force and effect regardless of any investigation made by or to on behalf of the extent that such information relates to such Holder or such Holder's proposed method Company Indemnified Parties and shall survive the transfer of distribution of Registrable Securities and was reviewed and expressly approved in writing securities by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration StatementPurchaser Indemnified Parties.

Indemnification by Purchaser. Each Purchaser and its permitted assignees shall, severally and not jointly, indemnify and hold harmless the Company, each of its directors, officers officers, agents and employees and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers and officers, agents or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, Losses (as incurred, determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of or based solely upon failure of the Purchaser to deliver the prospectus when required or any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, misleading to the extent, but only to the extent, that such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder or the Special Counsel Purchaser to the Company specifically for inclusion in the such Registration Statement or such Prospectus and or to the extent that (i) such untrue statements or omissions are based solely upon information was reasonably relied upon by regarding such Purchaser furnished in writing to the Company by such Purchaser expressly for use in the Registration Statementtherein, such Prospectus or such form of prospectus or to the extent that such information relates to such Holder Purchaser or such HolderPurchaser's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder Purchaser expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.or in any amendment or supplement

Indemnification by Purchaser. Each Purchaser and its permitted assignees shall, severally and not jointly, indemnify and hold harmless the Company, each of its directors, officers officers, agents and employees and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers and officers, agents or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, Losses (as incurred, determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of or based solely upon failure of the Purchaser to deliver the prospectus when required or any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or based solely upon relating to any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, extent that such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder or the Special Counsel in writing to the Company specifically for inclusion in the such Registration Statement or such Prospectus and or to the extent that such untrue statements or omissions are based solely upon information was reasonably relied upon by regarding such Holder furnished to the Company by such Purchaser in writing expressly for use in the Registration Statementtherein, such Prospectus or such form of prospectus or to the extent that such information relates to such Holder Purchaser or such Holder's Purchaser ‘s proposed method of distribution of Registrable Securities and was reviewed and expressly approved by such Purchaser expressly for use in the Registration Statement (it being understood that the information provided by the Purchaser to the Company in response to Exhibit H-1 and the Plan of Distribution set forth on Exhibit H, as the same may be modified by such Purchaser and other information provided by the Purchaser to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Purchaser in writing by such Holder expressly for use in the Registration Statement), such Prospectus or such form of Prospectus Supplementprospectus or in any amendment or supplement thereto. Notwithstanding anything to In no event shall the contrary contained herein, liability of any selling Holder hereunder be greater in amount than the Holder shall be liable under this Section 5(b) for only that dollar amount as does not exceed of the net proceeds to received by such Holder as a result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Purchaser. Each Purchaser and his, her, or its permitted assignees shall, severally and not jointly, indemnify and hold harmless the Company, each of its directors, officers officers, agents, and employees and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers and officers, agents, or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against any and all Losses, as incurred, arising solely out of or based solely upon relating to: (i) the failure of the Purchaser Holder to deliver a Prospectus, as amended or supplemented, to a purchaser in connection with a purchase or sale; (ii) the Holder’s use of a representation or prospectus when required other than the Prospectus, as amended or supplemented, in connection with a purchase or sale; or (iii) any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus, as supplemented or any form of prospectusamended, if applicable, or arising solely out of or based solely upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that that: (A) such untrue statement or omission is contained in or omitted from any information so furnished in writing by such the Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus Prospectus; and that (B) such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or or, to the extent that such information relates to such the Holder or such the Holder's ’s proposed method of distribution of Registrable Securities and Securities, was reviewed and expressly approved in writing by such the Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such the Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by Purchaser. Purchaser and its permitted assignees shall, severally and not jointly, indemnify and hold harmless the Company, each of its directors, officers officers, agents and employees and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers and officers, agents or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising solely out of or based solely upon failure of the Purchaser relating to deliver the prospectus when required any untrue or any alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus, as supplemented or any form of prospectusamended, if applicable, or arising solely out of or based solely upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in or omitted from any information so furnished in writing by such the Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information relates to such the Holder or such the Holder's ’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved furnished in writing by such the Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder In no event shall be liable Purchaser’s liability for indemnification under this Section 5(b6(b) for only that amount as does not exceed the net proceeds to such Holder as a result of aggregate amount invested by Purchaser under the sale of Registrable Securities pursuant to such Registration StatementPurchase Agreement.

Indemnification by Purchaser. Notwithstanding any termination of this Agreement, the Purchaser and its permitted assignees shall, severally and not jointly, indemnify and hold harmless the Company, each of its directors, each of its officers and employees who signed the Registration Statement and each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers and employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, ) to the fullest extent permitted by applicable law, from and against all Losseslosses, as incurred, arising solely out of or based solely upon failure of the Purchaser relating to deliver the prospectus when required any untrue or any alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising solely out of or based solely upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that (i) such untrue statement statements, alleged untrue statements, omissions or omission is contained in or omitted from any alleged omissions are based solely upon information so regarding such Purchaser furnished in writing by such Holder or the Special Counsel to the Company specifically by such Purchaser expressly for inclusion in use therein (except where the Registration Statement or such Prospectus and that such information was reasonably relied upon by Purchaser has notified the Company for use in writing that the Registration Statementinformation is outdated or defective), such Prospectus or such form of prospectus or to the extent that such information relates to such Holder Purchaser or such Holder's Purchaser’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved provided to such Purchaser in the draft Registration Statement or Prospectus, or (ii) in the case of an occurrence of an event of the type specified in Section 6.2(c)(v), the use by such Purchaser of an outdated or defective Prospectus after the Company has notified such Purchaser in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder expressly for use Purchaser of the Advice contemplated in Section 6.5. In no event shall the Registration Statement, such Prospectus or such form liability of Prospectus Supplement. Notwithstanding anything to any selling Purchaser hereunder be greater in amount than the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that dollar amount as does not exceed of the net proceeds to received by such Holder as a result of Purchaser upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Purchaser. Purchaser From and its permitted assignees shall, severally and not jointly, indemnify and hold harmless after the CompanyClosing, each of its directors, officers Purchaser and employees and each Person who controls the Company agrees to indemnify Seller, its Affiliates, their successors and assigns and any of their respective agents, employees, representatives, officers, managers, members and directors (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act)“Seller Indemnified Persons”) against, and defend and hold the directors, officers and employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising solely out of or based solely upon failure of the Purchaser to deliver the prospectus when required or any untrue statement of a material fact contained in the Registration StatementSeller Indemnified Persons harmless from, any Prospectus, or and all Losses suffered by any form of prospectus, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or Seller Indemnified Person to the extent arising out of any of the following: (a) any breach of or any inaccuracy in any representation or warranty made by Purchaser in this Agreement or any applicable Transaction Document; provided, however, that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder Purchaser shall be liable have no liability under this Section 5(b10.3(a) for only any breach of or any inaccuracy in any representation or warranty unless a written notice of the Seller Indemnified Person’s claim (or of discovery of any facts or circumstances that amount the Seller Indemnified Person, after consulting with legal counsel, reasonably determines may result in a claim) is delivered to Purchaser no later than the applicable survival date specified in Section 10.1(a) (and in any event, within a reasonable time after such Seller Indemnified Person’s first becoming aware of such potential breach or inaccuracy, provided, that any delay in delivering such written notice shall not relieve Purchaser of its indemnification obligation except to the extent Purchaser is prejudiced in the defense of such claim as does not exceed the net proceeds a result of such delay), in which case such representation or warranty shall survive solely as to such Holder claim until such claim has been finally resolved, without the requirement of commencing any Action in order to extend such survival period or preserve such claim; (b) any breach of or failure by Purchaser to perform any covenant or obligation of Purchaser set out in this Agreement or any Transaction Document delivered by Purchaser at the Closing; provided, however, that Purchaser’s liability under this Section 10.3(b) for any breach or failure occurring on or prior to the Closing Date shall be reduced to the extent Purchaser is prejudiced in the defense of such claim as a result of the sale Seller Indemnified Persons’ failure to give, or delay in giving the following written notice: (i) a written notice of Registrable Securities pursuant the Seller Indemnified Person’s claim (or of discovery of any facts or circumstances that the Seller Indemnified Person, after consulting with legal counsel, reasonably determines may result in a claim) is delivered to Purchaser within a reasonable time after such Registration StatementSeller Indemnified Person’s first becoming aware of such breach or failure and (ii) such written notice is given to the Purchaser no later than six (6) months after the expiration, if any, of the period during which such covenant or obligation was to be performed (after which 6-month period any such claim shall be waived and extinguished); and (c) the conduct of the Business by Purchaser, the Company and Sterno after the Closing.

Indemnification by Purchaser. The Purchaser and its permitted assignees shall, severally and not jointly, indemnify and hold harmless the Company, each of its directors, officers officers, agents and employees and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers and officers, agents or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising solely out of or based solely upon failure of the Purchaser relating to deliver the prospectus when required any untrue or any alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus, as supplemented or any form of prospectusamended, if applicable, or arising solely out of or based solely upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in or omitted from any information so furnished in writing by such the Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information relates to such the Holder or such the Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved furnished in writing by such the Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to In no event shall the contrary contained herein, the Holder shall be liable Purchaser's liability for indemnification under this Section 5(b6(b) for only that amount as does not exceed the net proceeds to aggregate amount invested by such Holder as a result of Purchaser under the sale of Registrable Securities pursuant to such Registration StatementPurchase Agreement.

Indemnification by Purchaser. Purchaser and its permitted assignees shall, severally and not jointlyit hereby agrees to, indemnify and hold harmless the CompanySellers, each of its directorsperson, officers and employees and each Person if any, who controls the Company (any of such parties within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange ActAct and each of their respective directors, officers, employees, trustees and agents (collectively, the "Sellers Indemnified Parties"), and the directorsagainst any losses, officers and employees of such controlling Personsclaims, and the respective successorsdamages or liabilities, assigns, estate and personal representatives of each of the foregoingjoint or several, to which the fullest extent permitted by applicable lawSellers Indemnified Parties may become subject, from and against all Lossesunder the Securities Act or otherwise, insofar as incurredsuch losses, arising solely claims, damages or liabilities (or actions in respect thereof) arise out of or are based solely upon failure of the Purchaser to deliver the prospectus when required an untrue statement or any alleged untrue statement of a material fact contained in the Registration Statement, or any Prospectuspreliminary, final or summary Prospectus contained therein or furnished by Purchaser to the Sellers, or any form of prospectusamendment or supplement thereto, or arising solely arise out of or are based solely upon any the omission of or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and Purchaser shall, and it hereby agrees to, reimburse the Sellers Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the indemnity agreement contained in this Section 7(a) shall not apply to amounts paid in settlement of any such losses, claims, damages or liabilities if such settlement is effected without the consent of Purchaser (which consent shall not be unreasonably withheld); provided, further, that, in the case of the Sellers, Purchaser shall not be liable to any Prospectus or form of prospectus or supplement thereto, such person in the light of the circumstances under which they were made) not misleading, any such case to the extentextent that any such loss, but only to the extentclaim, that such damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use alleged omission made in the Registration Statement, or preliminary, final or summary prospectus, or amendment or supplement in reliance upon and in strict conformity with written information furnished to Purchaser by such Prospectus or person expressly for use therein; provided, further, that, Purchaser shall not be liable in any such form of prospectus or case to the extent that any such information relates loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus if (i) the Sellers failed to such Holder send or such Holder's proposed method deliver a copy of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus with or such form of Prospectus Supplement. Notwithstanding anything prior to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result delivery of written confirmation of the sale of Registrable Securities pursuant and (ii) the Prospectus corrected such untrue statement or omission; and provided, further, Purchaser shall not be liable to the extent that any such Registration Statementloss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in the Prospectus, if such untrue statement or alleged untrue statement, omission, or alleged omission is corrected in an amendment or supplement to the Prospectus and if having previously been furnished by or on behalf of the Sellers with copies of the Prospectus as so amended or supplemented, the Sellers thereafter fail to deliver such Prospectus as so amended or supplemented prior to or concurrently with the sale of Registrable Securities to the person asserting such loss, claim, damage, liability or expense who purchased such Registrable Securities which is the subject thereof from the Sellers.

Indemnification by Purchaser. Each Purchaser and its permitted assignees shall, severally and not jointly, indemnify and hold harmless the Company, each of its directors, officers officers, agents and employees employees, and each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers and officers, agents or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, Losses (as incurred, determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of or based solely upon failure of the Purchaser to deliver the prospectus when required any untrue statement or any alleged untrue statement of a material fact contained in the any Registration Statement, any Prospectus, or any form of prospectusprospectus or in any amendment or supplement thereto, or arising solely out of or based solely upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, misleading to the extent, but only to the extent, that such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder or the Special Counsel Purchaser to the Company specifically for inclusion in the such Registration Statement or Prospectus or to the extent that (i) such Prospectus and that untrue statements or omissions are based upon information regarding such information was reasonably relied upon by Purchaser furnished in writing to the Company by such Purchaser expressly for use in the Registration Statementtherein, such Prospectus or such form of prospectus or to the extent that such information relates related to such Holder Purchaser or such Holder's Purchaser’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder Purchaser expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything or in any amendment or supplement thereto (which shall, however, be deemed to include disclosure substantially in accordance with the “Plan of Distribution” attached hereto), or (ii) in the case of an occurrence of an event of the type specified in Paragraph (3)(b) above, the use by such Purchaser of an outdated or defective Prospectus after the Company has notified such Purchaser in writing that the Prospectus is outdated or defective and prior to the contrary contained herein, receipt by such Purchaser of the Holder Advice contemplated in Paragraph (6) below. In no event shall the liability of any selling Purchaser hereunder be liable under this Section 5(b) for only that greater in amount as does not exceed than the dollar amount of the net proceeds to received by such Holder as a result of Purchaser upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Purchaser. Each Purchaser and its permitted assignees shall, severally and not jointly, indemnify and hold harmless the Company, each of its directors, officers officers, agents and employees and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers and officers, agents or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against any and all Losses, as incurred, arising solely out of or based solely upon relating to (i) the failure of the Purchaser Holder to deliver a Prospectus, as amended or supplemented, to a purchaser in connection with a purchase or sale, (ii) the Holder's use of a representation or prospectus when required other than the Prospectus, as amended or supplemented, in connection with a purchase or sale, or (iii) any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus, as supplemented or any form of prospectusamended, if applicable, or arising solely out of or based solely upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus Prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that (A) such untrue statement or omission is contained in or omitted from any information so furnished in writing by such the Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus Prospectus, and that (B) such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or Prospectus or, to the extent that such information relates to such the Holder or such the Holder's proposed method of distribution of Registrable Securities and Securities, was reviewed and expressly approved in writing by such the Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b6(b) for only that amount as does not exceed the net proceeds to such the Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by Purchaser. The Purchaser and its permitted assignees shall, severally and not jointly, will indemnify and hold harmless harmless, to the Companyfull extent permitted by law, each of Holder and its directors, officers and employees Agents and each Person who controls the Company such Holder or any of its Agents (within the meaning of Section 15 of the Securities Act) against all losses, claims, damages, liabilities and expenses to which any such Person may be subject, under the Securities Act and Section 20 of the Exchange Act)or otherwise, and the directorsreimburse all such Persons for any legal or other expenses incurred with investigating or defending against any such losses, officers and employees of claims, damages or liabilities, insofar as such controlling Personslosses, and the respective successorsclaims, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising solely damages or liabilities arise out of or are based solely upon failure of the Purchaser to deliver the prospectus when required any untrue or any alleged untrue statement of a material fact contained in the a Registration Statement, Prospectus or preliminary prospectus or any Prospectusomission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any form violation or alleged violation by the Purchaser of prospectusthe Securities Act, the Securities Exchange Act of 1934, as amended, or arising solely applicable “blue sky” laws, except insofar as the same arise out of or are based solely upon any an untrue statement of a material fact or omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue which statement or omission is contained made therein in or omitted from any reliance upon and in conformity with information so furnished in writing to the Purchaser by such Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration StatementHolder, such Prospectus or such form of prospectus or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statementtherein.

Indemnification by Purchaser. Purchaser and its permitted assignees shall, severally and not jointly, agrees to indemnify and hold harmless the Companyeach Investor, and each of its Investor’s officers, employees, affiliates, directors, officers partners, members, attorneys and employees agents, and each Person Person, if any, who controls the Company an Investor (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), and the directors, officers and employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all any expenses, losses, judgments, claims, damages or liabilities (collectively, “Losses”), as incurredwhether joint or several, arising solely out of or based solely upon failure of the Purchaser to deliver the prospectus when required or 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, any Prospectus, or any form of prospectusamendment or supplement to such Registration Statement, or arising solely out of or based solely upon any omission of to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, or any violation by Purchaser of the Securities Act or any rule or regulation promulgated thereunder applicable to Purchaser and relating to action or inaction required of Purchaser 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 Loss if such settlement is effected without the consent of Purchaser, such consent not to be unreasonably withheld, delayed or conditioned); and Purchaser 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 Loss; provided, however, that Purchaser will not be liable in any such case to the extentextent that any such expense, but only to the extent, that such Loss arises out of or is based upon any untrue statement or omission is contained made in or omitted from any information so furnished in writing by such Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such Prospectus amendment or such form of prospectus or supplement, in reliance upon and in conformity with information furnished to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved Purchaser, in writing writing, by such Holder selling holder expressly for use therein. Purchaser 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 the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement4.1.

Indemnification by Purchaser. Purchaser and its permitted assignees shall, severally and not jointly, indemnify and hold harmless the Company, each of its directors, officers officers, agents and employees and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers and officers, agents or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against any and all Losses, as incurred, arising solely out of or based solely upon failure of the Purchaser relating to deliver the prospectus when required any untrue or any alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus, as supplemented or any form of prospectusamended, if applicable, or arising solely out of or based solely upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that (i) such untrue statement or omission is contained in or omitted from any information so furnished in writing by such the Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus Prospectus, and that (ii) such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or or, to the extent that such information relates to such the Holder or such the Holder's proposed method of distribution of Registrable Securities and Securities, was reviewed and expressly approved in writing by such the Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b6(b) for only that amount as does not exceed the net proceeds to such the Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by Purchaser. The Purchaser and its will, to the maximum extent permitted assignees shall, severally and not jointlyby law, indemnify and hold harmless each Holder registering an offering of Securities and any underwriter (as defined in the Company, each of its directors, officers and employees Securities Act) for such Holder and each Person person, if any, who controls the Company (Holder or underwriter within the meaning of Section 15 of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which the Holder or underwriter or such controlling person may become subject, under the Securities Act and Section 20 or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) are caused by any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement registered under the Exchange Securities Act), and the directorsany prospectus contained therein, officers and employees of such controlling Personsor any amendment or supplement thereto, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, or arising solely out of or based solely upon failure of the Purchaser omission or alleged omission to deliver the prospectus when required or any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or arising solely out of or based solely upon any omission of state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading; and will reimburse each Holder, underwriter and each such controlling person for any legal or other expenses incurred by the Holder, underwriter or such controlling person in connection with investigating or defending against any such loss, claim, damage, liability or action; provided however, that the Purchaser will not be liable in any such case to the extentextent that any such loss, but only to the extentclaim, that such damage, expense or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission is contained or alleged omission so made in conformity with written information furnished by the Holder or omitted from any information so furnished underwriter in writing by such Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, preparation of such Prospectus or such form of prospectus or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statementprospectus.

Indemnification by Purchaser. The Purchaser and its permitted assignees shall, severally and not jointly, shall indemnify and hold harmless the CompanyDigital, each of its directors, officers officers, agents and employees and employees, each Person who controls the Company Digital (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers and officers, agents or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, Losses (as incurred, determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of or based solely upon failure of the Purchaser to deliver the prospectus when required or any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, misleading to the extent, but only to the extent, that such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder or the Special Counsel Purchaser to the Company Digital specifically for inclusion in the such Registration Statement or such Prospectus and or to the extent that (i) such untrue statements or omissions are based solely upon information was reasonably relied upon regarding the Purchaser furnished in writing to Digital by the Company Purchaser expressly for use in the Registration Statementtherein, such Prospectus or such form of prospectus or to the extent that such information relates to such Holder the Purchaser or such Holderthe Purchaser's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder the Purchaser expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything or in any amendment or supplement thereto or (ii) in the case of an occurrence of an event of the type specified in Section 1.2(c)(v)-(vii), the use by the Purchaser of an outdated or defective Prospectus after Digital has notified the Purchaser in writing that the Prospectus is outdated or defective and prior to the contrary contained herein, receipt by the Holder Purchaser of the Advice contemplated in Section 1.5. In no event shall the liability of any selling Purchaser hereunder be liable under this Section 5(b) for only that greater in amount as does not exceed than the dollar amount of the net proceeds to such Holder as a result of received by the Purchaser upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Purchaser. Each Purchaser and its permitted assignees shall, severally and not jointlyjointly with any other Purchaser or selling stockholder named in the Registration Statement, indemnify and hold harmless the Company, each of its directors, officers officers, agents and employees and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers and employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising solely out of or based solely upon failure of the Purchaser to deliver the prospectus when required upon: any untrue or any alleged untrue statement of a material fact contained in the any Registration Statement, any Prospectusprospectus, or in any form of amendment or supplement thereto or in any preliminary prospectus, or arising solely out of or based solely upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder or the Special Counsel Purchaser to the Company specifically expressly for inclusion in such Registration Statement or such prospectus or (ii) to the extent, but only to the extent, that such information relates to such Purchaser’s information provided to the Company for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder Purchaser expressly for use in a Registration Statement (it being understood that the Registration StatementPurchaser has approved Exhibit A hereto for this purpose), such Prospectus prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling Purchaser be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such form of Prospectus Supplement. Notwithstanding anything Purchaser in connection with any claim relating to the contrary contained herein, the Holder shall be liable under this Section 5(b7(f) for only that and the amount as does not exceed the net proceeds of any damages such Purchaser has otherwise been required to pay by reason of such Holder as a result of untrue statement or omission) received by such Purchaser upon the sale of the Registrable Securities pursuant included in the Registration Statement giving rise to such Registration Statementindemnification obligation.

Indemnification by Purchaser. In connection with any Registration Statement in which the Purchaser and its permitted assignees shallas a holder of Registrable Securities is participating, the Purchaser shall severally and but not jointly, without limitation as to time, indemnify and hold harmless harmless, to the fullest extent permitted by law, the Company, each of its any underwriter participating in the distribution and their respective directors, officers officers, agents and employees and employees, each Person who controls the Company or any such underwriter (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers and officers, agents or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable lawperson, from and against any and all Losses, as incurred, arising solely out of or based solely upon failure of the Purchaser to deliver the prospectus when required (i) any untrue or any alleged untrue statement of a material fact contained in the any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any Preliminary Prospectus, or arising solely out of or based solely upon upon, in the case of the Registration Statement or any amendments thereto, any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (not misleading, and, in the case of any Prospectus the Prospectus, or form of prospectus prospectus, or supplement in any amendments or supplements thereto, or in any Preliminary Prospectus, any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made) , not misleading, in either case, to the extent, but only to the extent, that such untrue or alleged untrue statement or omission is contained or alleged omission has been made therein in or omitted from any reliance upon and in conformity with information so furnished in writing by such Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder Purchaser expressly for use in therein or (ii) the Registration Statement, such Prospectus failure of the Purchaser (if it is determined that it was the responsibility of the Purchaser) at or such form of Prospectus Supplement. Notwithstanding anything prior to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result written confirmation of the sale of the Registrable Securities pursuant to send or deliver a copy of an amended Preliminary Prospectus or the final Prospectus (or the final Prospectus as amended or supplemented) to the Person asserting any such Losses who purchased the Registrable Securities which are the subject thereof and the untrue statement or alleged untrue statement or omission or alleged omission of a material fact made in such Preliminary Prospectus was corrected in the amended Preliminary Prospectus or the final Prospectus (or the final Prospectus as amended and supplemented). In no event shall the liability of the Purchaser hereunder be, or be claimed by the Company to be, greater in amount than the dollar amount of the proceeds actually received by the Purchaser upon the sale of the Registrable Securities giving rise to such Registration Statementindemnification obligation.

Indemnification by Purchaser. The Purchaser and its permitted assignees shall, severally and not jointly, shall indemnify and hold harmless harmless, to the fullest extent permitted by law, the Company, each of its directors, officers officers, employees and employees agents, and each Person who controls the Company (within the meaning of Section 15 of the Securities Act Act) (collectively, the "Company Indemnified Parties") against all losses, claims, damages, liabilities and Section 20 of expenses to which the Company Indemnified Party may become subject under the Securities Act, the Exchange Act), and the directorsat common law or otherwise, officers and employees of insofar as such controlling Personslosses, and the respective successorsclaims, assignsdamages, estate and personal representatives of each of the foregoingliabilities or expenses (or actions or proceedings, to the fullest extent permitted by applicable lawwhether commenced or threatened, from and against all Losses, as incurred, arising solely in respect thereof) arise out of or are based solely upon failure of the Purchaser to deliver the prospectus when required (i) any untrue statement or any alleged untrue statement of a material fact contained in any registration statement in which the Registration Statement, any Prospectus, Purchaser's Registrable Securities were included or any form of prospectus, the omission or arising solely out of or based solely upon any alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary, final or summary prospectus, together with the case of documents incorporated by reference therein (as amended or supplemented if the Company shall have filed with the Commission any Prospectus or form of prospectus amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made) , not misleading, misleading to the extent, but only to extent in the extentcases described in CLAUSES (I) and (II), that such untrue statement or omission is contained in or omitted from any information so was furnished in writing by such Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company Purchaser for use in the Registration Statementpreparation thereof, or (iii) any violation by the Purchaser of any federal, state or common law rule or regulation applicable to the Purchaser and relating to action of or inaction by such Prospectus or holder in connection with any such form of prospectus or registration, except to the extent that such information relates to such Holder loss, claim, damage, liability or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed expense exceeds the net proceeds paid or payable to the Purchaser in connection with such Holder as a result transfer of securities. Such indemnity obligation shall remain in full force and effect regardless of any investigation made by or on behalf of the sale Company Indemnified Parties (except as provided above) and shall survive the transfer of Registrable Securities pursuant to such Registration Statementsecurities by the Purchaser.

Indemnification by Purchaser. Purchaser and its permitted assignees shall, severally and not jointly, shall indemnify and hold harmless the Company, each of its directors, officers officers, agents, stockholders, Affiliates and employees and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers and officers, stockholders, agents or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising solely that arise out of or are based solely upon failure of the Purchaser to deliver the prospectus when required any untrue or any alleged untrue statement of a material fact contained in the any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising solely out of or based solely upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus Prospectus, or any form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, misleading (i) to the extent, but only to the extent, extent that such untrue statement statements, alleged untrue statements, omissions or omission is contained in or omitted from any alleged omissions are based solely upon information so regarding Purchaser furnished in writing by such Holder or the Special Counsel to the Company specifically by Purchaser expressly for inclusion in use therein or (ii) to the Registration Statement or such Prospectus and extent that such information relates to Purchaser or Purchaser’s proposed method of distribution of Registrable Securities and was reasonably relied upon reviewed and approved in writing by the Company Purchaser expressly for use in the a Registration Statement, such Prospectus or such form of prospectus or in any amendment or supplement thereto (it being understood that Purchaser has approved Annex A hereto for this purpose) or (iii) in the case of an occurrence of an event of the type specified in Section 3(c)(iii)-(v), to the extent that such information relates to such Holder Purchaser uses an outdated or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved defective Prospectus after the Company has notified Purchaser in writing by such Holder expressly for use in that the Registration Statement, such Prospectus is outdated or such form of Prospectus Supplement. Notwithstanding anything defective and prior to the contrary contained herein, receipt by Purchaser of the Holder Advice contemplated in Section 6(d). In no event shall the liability of Purchaser hereunder be liable under this Section 5(b) for only that greater in amount as does not exceed than the dollar amount of the net proceeds to such Holder as a result of received by Purchaser upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Purchaser. Purchaser and its permitted assignees shall, severally and not jointly, agrees to indemnify and hold harmless the Companyeach Investor, and each of its Investor’s officers, employees, affiliates, directors, officers partners, members, attorneys and employees agents, and each Person Person, if any, who controls the Company an Investor (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), and the directors, officers and employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Lossesany expenses, as incurredlosses, judgments, claims, damages or liabilities, whether joint or several, arising solely out of or based solely upon failure of the Purchaser to deliver the prospectus when required or 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, any Prospectus, or any form of prospectusamendment or supplement to such Registration Statement, or arising solely out of or based solely upon any omission of to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, or any violation by Purchaser of the Securities Act or any rule or regulation promulgated thereunder applicable to Purchaser and relating to action or inaction required of Purchaser 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 Purchaser, such consent not to be unreasonably withheld, delayed or conditioned); and Purchaser 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 Purchaser will not be liable in any such case to the extentextent that any such expense, but only to the extentloss, that such claim, damage or liability arises out of or is based upon any untrue statement or omission is contained made in or omitted from any information so furnished in writing by such Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such Prospectus amendment or such form of prospectus or supplement, in reliance upon and in conformity with information furnished to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved Purchaser, in writing writing, by such Holder selling holder expressly for use therein. Purchaser 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 the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement4.1.

Indemnification by Purchaser. Each Purchaser and its permitted assignees shall, severally and not jointly, indemnify and hold harmless the Company, each of its directors, officers officers, agents and employees and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers and officers, agents or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, Losses (as incurred, determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of or based solely upon failure of the Purchaser to deliver the prospectus when required or any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, misleading to the extent, but only to the extent, that such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder or the Special Counsel Purchaser to the Company specifically for inclusion in the such Registration Statement or such Prospectus and or to the extent that (i) such untrue statements or omissions are based solely upon information was reasonably relied upon by regarding such Purchaser furnished in writing to the Company by such Purchaser expressly for use in the Registration Statementtherein, such Prospectus or such form of prospectus or to the extent that such information relates to such Holder Purchaser or such HolderPurchaser's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder Purchaser expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything or in any amendment or supplement thereto or (ii) in the case of an occurrence of an event of the type specified in SECTION 6.2.3(v)-(vii), the use by such Purchaser of an outdated or defective Prospectus after the Company has notified such Purchaser in writing that the Prospectus is outdated or defective and prior to the contrary contained herein, receipt by such Purchaser of the Holder Advice contemplated in SECTION 6.5. In no event shall the liability of any selling Purchaser hereunder be liable under this Section 5(b) for only that greater in amount as does not exceed than the dollar amount of the net proceeds to proceeds, in excess of the amount paid for such Holder as a result of Registrable Securities, received by such Purchaser upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Purchaser. Purchaser and its permitted assignees shall, severally and not jointly, shall indemnify and hold harmless the Company, each of its directors, officers officers, members, partners, and employees and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers and officers, or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising solely out of or based solely upon relating to: (x) Purchaser’s failure to comply with the prospectus delivery requirements of the Securities Act, (y) any violations or alleged violations by Purchaser to deliver of the prospectus when required Securities Act, the Exchange Act, any other law, including without limitation, any state securities laws, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to a Registration Statement or (z) any untrue or alleged untrue statement of a material fact contained in the any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or Issuer Free Writing Prospectus or arising solely out of or based solely upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, (i) to the extent, but only to the extent, that such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder or the Special Counsel Purchaser to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus Issuer Free Writing Prospectus or (ii) to the extent that such information relates to such Holder (1) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v), the use by Purchaser of an outdated or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved defective Prospectus or Issuer Free Writing Prospectus after the Company has notified Purchaser in writing by such Holder expressly for use in that the Registration Statement, such Prospectus or such form of Issuer Free Writing Prospectus Supplement. Notwithstanding anything is outdated or defective and prior to the contrary contained herein, receipt by Purchaser of the Holder Advice contemplated in Section 6(e) or (2) any use of a Registration Statement during any Blackout Period after the Company has notified Purchaser in writing of such Blackout Period. In no event shall the liability of Purchaser hereunder be liable under this Section 5(b) for only that greater in amount as does not exceed than the dollar amount of the net proceeds to such Holder as a result of received by Purchaser upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Purchaser. Purchaser and its permitted assignees shall, severally and not jointly, agrees to indemnify and hold harmless the Company, each of its directors, officers and employees Seller and each Person Person, if any, who controls the Company (such Seller within the meaning of either Section 15 of the Securities 1933 Act and or Section 20 of the Exchange Act)1934 Act (each, and the directors, officers and employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, a “Seller Indemnified Party”) from and against any and all Losseslosses, claims, damages and liabilities, joint or several (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim, except as incurredotherwise provided in Section 4.3 hereof), arising solely out of insofar as such losses, claims, damages or based solely upon failure of the Purchaser to deliver the prospectus when required liabilities are caused by (i) any untrue statement or any alleged untrue statement of a material fact contained in the Shelf Registration Statement, any ProspectusStatement or the Prospectus contained therein, or any form of prospectusamendment or supplement thereto, or arising solely out of or based solely upon any omission of or alleged omission to state therein 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 theretotherein, in the light of the circumstances under which they were made) , not misleading, to or (ii) any violation by Purchaser of the extent1933 Act, but only to the extent1934 Act, any state securities law or any rule or regulation promulgated under the 1933 Act, the 1934 Act or any state securities law in connection with the offering covered by the Shelf Registration Statement; provided, however, that Purchaser shall not be liable insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission is contained or alleged untrue statement or omission (a) made in or omitted from reliance upon and in conformity with written information furnished to Purchaser by any information so furnished in writing by such Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company Seller Indemnified Party for use in the Shelf Registration Statement, such Statement or the Prospectus (or such form of prospectus any amendment or to supplement thereto) or the extent that such information relates to such Holder or such Holder's proposed method plan of distribution of Registrable Securities and was reviewed and expressly approved furnished in writing to Purchaser by or on behalf of such Holder Seller Indemnified Party expressly for use therein, or (b) that was corrected in the Registration Statement, such Prospectus an amendment or such form of Prospectus Supplement. Notwithstanding anything supplement to the contrary contained hereinShelf Registration Statement or the Prospectus and Purchaser had furnished copies thereof to the Sellers prior to the relevant date of sale by the Seller to the Person asserting such loss, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statementclaim, damage or liability.

Indemnification by Purchaser. Subject to the provisions of this Section 4.1 below, Purchaser and its permitted assignees shall, severally and not jointly, agrees to indemnify and hold harmless the Companyeach Investor, and each of its directors, Investor’s officers and employees directors and each Person Person, if any, who controls the Company an Investor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), and the directors, officers and employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Lossesclaims, as incurredsuits, arising solely actions, or litigation brought by a third party, whether joint or several, that arise out of or are based solely upon failure of the Purchaser to deliver the prospectus when required or 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 Prospectusamendment or supplement to such Registration Statement, or any form of prospectus, or arising solely that arise out of or are based solely upon any omission of to state a material fact required to be stated therein or necessary to make the statements therein not misleading (“Claim”), and any losses, damages, liabilities, costs (including, without limitation, reasonable and documented attorneys’ fees) and expenses as incurred as a result of such Claim (provided, however, that the indemnity agreement contained in the case this Section 4.1 shall not apply to amounts paid in settlement of any Prospectus such claim, loss, damage, liability or form action if such settlement is effected without the consent of prospectus Purchaser, such consent not to be unreasonably withheld, delayed or supplement theretoconditioned); provided, however, that Purchaser will not be liable in the light of the circumstances under which they were made) not misleading, any such case to the extentextent that any such expense, but only to the extentloss, that such claim, damage or liability arises out of or is based upon any untrue statement or omission is contained made in or omitted from any information so furnished in writing by such Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such Prospectus amendment or such form of prospectus or supplement, in reliance upon and in conformity with information furnished to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved Purchaser, in writing writing, by such Holder selling holder or Investor Indemnified Party expressly for use therein. Purchaser 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) on substantially the same basis as that of the indemnification provided above in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement4.1.

Indemnification by Purchaser. Purchaser and its permitted assignees shall, severally and not jointly, shall indemnify and hold harmless the Company, each of its officers, directors, officers partners, members, agents and employees and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act), ) and the officers, directors, officers partners, members, agents and employees of each such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoingPerson, to the fullest extent permitted by applicable law, from and against any and all Losses, as incurred, arising solely out of or based solely upon failure of the Purchaser relating to deliver the prospectus when required any untrue or any alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus, Statement or any form of Company prospectus or in any amendment or supplement thereto or in any Company preliminary prospectus, or arising solely out of or based solely upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that (A) such untrue statement statements, alleged untrue statements, omissions or omission is contained in or omitted from any alleged omissions are based solely upon information so regarding Purchaser furnished in writing by such Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company Purchaser for use in the Registration Statementtherein, such Prospectus or such form of prospectus or to the extent that such information relates to such Holder Purchaser or such Holder's Purchaser’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder Purchaser or its counsel expressly for use in the Registration Statement, or (B) with respect to any prospectus, if the untrue statement or omission of material fact contained in such Prospectus prospectus was corrected on a timely basis in the prospectus, as then amended or supplemented, if such form of Prospectus Supplementcorrected prospectus was timely made available by Purchaser to the Company, and the Company seeking indemnity hereunder was advised in writing not to use the incorrect prospectus prior to the use giving rise to Losses. Notwithstanding anything contained herein to the contrary contained hereincontrary, the Holder no Indemnifying Party (as hereinafter defined) shall be liable under this Section 5(bobligated to indemnify an Indemnified Party (as hereinafter defined) hereunder for only that amount as does not exceed portion of any Losses that have been the net proceeds to such Holder as a result of the sale gross negligence or willful misconduct of Registrable Securities pursuant to such Registration Statement.Indemnified Party or the breach of a Transaction Document by an Indemnified Party. 31 13.3

Indemnification by Purchaser. Each Purchaser and its permitted assignees shall, severally and not jointly, indemnify and hold harmless the Company, each of its directors, officers officers, agents and employees and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers and officers, agents or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, Losses (as incurred, determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of or based solely upon failure of the Purchaser to deliver the prospectus when required or any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, misleading to the extent, but only to the extent, that such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder or the Special Counsel Purchaser to the Company specifically for inclusion in the such Registration Statement or such Prospectus and or to the extent that (i) such untrue statements or omissions are based solely upon information was reasonably relied upon by regarding such Purchaser furnished in writing to the Company by such Purchaser expressly for use in the Registration Statementtherein, such Prospectus or such form of prospectus or to the extent that such information relates to such Holder Purchaser or such HolderPurchaser's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder Purchaser expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything or in any amendment or supplement thereto or (ii) the use by such Purchaser of an outdated or defective Prospectus (or any Prospectus after such Purchaser receives notice of an event contemplated by Section 6.1(e)) after the Company has notified such Purchaser in writing that the Prospectus is outdated or defective or of an event contemplated by Section 6.1(e) and prior to the contrary contained herein, receipt by such Purchaser of the Holder Advice contemplated in Section 6.5. In no event shall the liability of any selling Purchaser hereunder be liable under this Section 5(b) for only that greater in amount as does not exceed than the dollar amount of the net proceeds to received by such Holder as a result of Purchaser upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Purchaser. Purchaser and its permitted assignees shall, severally and not jointly, indemnify and hold harmless the Company, each of its directors, officers officers, agents and employees and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers and officers, agents or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent and only to the extent arising solely out of or based solely upon failure of to the Purchaser extent and only to deliver the prospectus when required extent relating to any untrue or any alleged untrue statement of a material fact contained in the any Registration Statement, any Prospectus, as supplemented or any form of prospectusamended, if applicable, or to the extent and only to the extent arising solely out of or based solely upon to the extent and only to the extent relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission is contained in or omitted from any information so furnished in writing by such the Holder or the Special Counsel to the Company specifically for inclusion in the such Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the such Registration Statement, such Prospectus or such form of prospectus prospectus; provided, however, that the Holder shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Holder has delivered to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved Company in writing by a correction sufficiently in advance of the occurrence of the transaction from which such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus SupplementLoss was incurred so that a correction could have been made. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b6(b) for only that amount as does not exceed the net proceeds to such the Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by Purchaser. Each Purchaser and its permitted assignees shall, severally and not jointly, shall indemnify and hold harmless harmless, to the fullest extent permitted by law, the Company, each of its directors, officers officers, employees, and employees agents, and each Person person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of Act) (collectively, "Company Indemnified Parties") against all Losses to which any Company Indemnified Party may become subject under the Securities Act, the Exchange Act), and the directors, officers and employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable any other federal law, from and against all Lossesany state or common law, any rule or regulation promulgated thereunder, or otherwise, insofar as incurredsuch Losses (or actions or proceedings, arising solely out of whether commenced or based solely upon failure of the Purchaser to deliver the prospectus when required threatened, in respect thereof) are caused by (a) any untrue statement or any alleged untrue statement of a material fact contained in any Registration Statement in which such Registrable Securities were included as contemplated hereby or the Registration Statement, any Prospectus, omission or any form of prospectus, or arising solely out of or based solely upon any alleged omission of to state therein a material fact required to be stated therein or necessary in order to make the statements therein (in the case of any Prospectus or form of prospectus or supplement theretotherein, in the light of the circumstances under which they were made) , not misleading, (b) any untrue statement or alleged untrue statement of a material fact contained in any Prospectus, together with the documents expressly incorporated by reference therein (as amended or supplemented if the Company shall have filed with the Commission any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and in the cases described in clauses (a) and (b) of this Section 3.2, to the extent, but only to the extent, that such untrue statement or omission is contained in or omitted from any information so furnished in writing by or on behalf of such Holder or the Special Counsel Purchaser relating to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company Purchaser for use in the Registration Statementpreparation of the documents described in clauses (a) and (b), (c) any violation by such Purchaser of the Securities Act, the Exchange Act, any other federal law, any state or common law, or any rule or regulation promulgated thereunder applicable to such Purchaser and relating to action of or inaction by such Purchaser in connection with any such registration, and (d) with respect to any Prospectus, the fact that such Purchaser sold Registrable Securities to a person to whom there was not sent or given, at or before the written confirmation of such sale, a copy of any subsequent Prospectus (excluding the documents incorporated by reference) or of the Prospectus as then amended or supplemented (excluding documents incorporated by reference) if the Company has previously furnished copies thereof to such Purchaser in compliance with this Agreement and the Loss of such Company Indemnified Party results from an untrue statement or omission of a material fact relating to information provided by such Purchaser contained in such Prospectus which was corrected in the Prospectus (or such form the Prospectus as amended or supplemented). Such indemnity and reimbursement of prospectus expenses and obligations shall remain in full force and effect regardless of any investigation made by or to on behalf of the extent that such information relates to such Holder or such Holder's proposed method Company Indemnified Parties and shall survive the transfer of distribution of Registrable Securities and was reviewed and expressly approved in writing securities by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration StatementPurchaser Indemnified Parties.

Indemnification by Purchaser. The Purchaser and its permitted assignees shall, severally and not jointly, shall indemnify and hold harmless the Company, each of its directors, officers officers, agents and employees and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers and employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising solely out of or based solely upon failure of the Purchaser to deliver the prospectus when required upon: any untrue or any alleged untrue statement of a material fact contained in the any Registration Statement, any Prospectusprospectus, or in any form of amendment or supplement thereto or in any preliminary prospectus, or arising solely out of or based solely upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder or the Special Counsel Purchaser to the Company specifically expressly for inclusion in such Registration Statement or such prospectus or (ii) to the extent, but only to the extent, that such information relates to the Purchaser’s information provided to the Company for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder the Purchaser expressly for use in a Registration Statement (it being understood that the Registration StatementPurchaser has approved Exhibit A hereto for this purpose), such Prospectus prospectus or such form in any amendment or supplement thereto. In no event shall the liability of Prospectus Supplement. Notwithstanding anything Purchaser be greater in amount than the dollar amount of the proceeds (net of all expenses paid by the Purchaser in connection with any claim relating to the contrary contained herein, the Holder shall be liable under this Section 5(b7(f) for only that and the amount as does not exceed of any damages the net proceeds Purchaser has otherwise been required to pay by reason of such Holder as a result of untrue statement or omission) received by the Purchaser upon the sale of the Registrable Securities pursuant included in the Registration Statement giving rise to such Registration Statementindemnification obligation.

Indemnification by Purchaser. Purchaser and its permitted assignees shallSubject to the provisions of this Section 4(a) below, severally and not jointly, Pxxxxxxxx agrees to indemnify and hold harmless the Companyeach Investor, and each of its Investor’s officers, employees, affiliates, directors, officers partners, members, attorneys and employees agents, and each Person Person, if any, who controls the Company an Investor (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), and the directors, officers and employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Lossesany expenses, as incurredlosses, judgments, claims, damages or liabilities, whether joint or several, arising solely out of or based solely upon failure of the Purchaser to deliver the prospectus when required or 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, any Prospectus, or any form of prospectusamendment or supplement to such Registration Statement, or arising solely out of or based solely upon any omission of to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, or any violation by Purchaser of the Securities Act or any rule or regulation promulgated thereunder applicable to Purchaser and relating to action or inaction required of Purchaser in connection with any such registration (provided, however, that the indemnity agreement contained in this Section 4(a) 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 Purchaser, such consent not to be unreasonably withheld, delayed or conditioned); and Purchaser 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 Purchaser will not be liable in any such case to the extentextent that any such expense, but only to the extentloss, that such claim, damage or liability arises out of or is based upon any untrue statement or omission is contained made in or omitted from any information so furnished in writing by such Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such Prospectus amendment or such form of prospectus or supplement, in reliance upon and in conformity with information furnished to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved Purchaser, in writing writing, by such Holder selling holder or Investor Indemnified Party expressly for use therein. Purchaser 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 the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement4(a).