Common use of Indemnification by Selling Holders Clause in Contracts

Indemnification by Selling Holders. Each Selling Holder agrees, severally but not jointly, to indemnify and hold harmless the Company, its officers, directors and agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Selling Holder, but only with respect to Losses caused by any untrue statement or omission included or omitted in conformity with information relating to such Selling Holder furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly for use in any registration statement contemplated by this Agreement or any related preliminary prospectus, prospectus or prospectus supplement relating to the Registrable Securities (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto). In case any action or proceeding shall be brought against the Company or its officers, directors or agents or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.7. Each Selling Holder also agrees to indemnify and hold harmless Underwriters of the Registrable Securities, their officers and directors and each Person who controls such Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Company provided in this Section 2.8. The liability of any Selling Holder pursuant to this Section 2.8 may not, in any event, exceed the net proceeds received by such Selling Holder from sales of Registrable Securities giving rise to the indemnification obligations of such Selling Holder.

Indemnification by Selling Holders. Each In the case of each offering made pursuant to this Agreement, each Selling Holder Holder, by exercising its registration and/or piggyback rights under this Agreement, agrees, severally but and not jointly, to indemnify and hold harmless harmless, to the extent permitted by applicable law, the Company, its officers, directors and agents each other Selling Holder and each Person, if any, who controls the Company or is alleged to control (within the meaning set forth in the Securities Act) any of either Section 15 the foregoing, any Affiliate of any of the foregoing, and the officers, directors, partners, members, employees and agents of each of the foregoing, against any and all losses, liabilities, costs (including reasonable attorney’s fees and disbursements), claims and damages to which they or any of them may become subject, under the Securities Act or Section 20 otherwise, including any amount paid in settlement of the Exchange Act to the same extent any litigation commenced or threatened, insofar as the foregoing indemnity from the Company to such Selling Holderlosses, but only with liabilities, costs, claims and damages (or actions or proceedings in respect to Losses caused by thereof, whether or not such indemnified Person is a party thereto) arise out of or are based upon any untrue statement made by such Selling Holder of a material fact contained in the registration statement (or in any preliminary, final or summary prospectus included therein) or in the Disclosure Package relating to the offering and sale of such Registrable Securities prepared by the Company or at its direction, or any amendment thereof or supplement thereto, or any omission included by such Selling Holder of a material fact required to be stated therein or omitted necessary to make the statements therein (in the case of a prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading, but in each case only to the extent that such untrue statement of a material fact occurs in reliance upon and in conformity with with, or such material fact is omitted from, information relating to such Selling Holder furnished in writing (which information shall be limited to the name of such Selling Holder, the address of such Selling Holder, the number of shares of Common Stock held by such Selling Holder, the number of shares of Common Stock being offered by such Selling Holder in the offering and the nature of the beneficial ownership of the Common Stock owned by such Person) furnished in writing to the Company by or on such Selling Holder’s behalf expressly for use in any registration statement contemplated by this Agreement or any related preliminary prospectus, prospectus or prospectus supplement relating to the Registrable Securities (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto). In case any action or proceeding shall be brought against the Company or its officers, directors or agents or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company expressly for inclusion in such registration statement (or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.7. Each Selling Holder also agrees to indemnify and hold harmless Underwriters of the Registrable Securities, their officers and directors and each Person who controls such Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Company provided in this Section 2.8. The liability of any Selling Holder pursuant to this Section 2.8 may not, in any eventpreliminary, exceed the net proceeds received by such Selling Holder from sales of Registrable Securities giving rise to the indemnification obligations of such Selling Holderfinal or summary prospectus included therein) or Disclosure Package, or any amendment thereof or supplement thereto.

Indemnification by Selling Holders. Each In connection with any Registration Statement in which a Selling Holder is participating by registering Registrable Securities, such Selling Holder agrees, severally but and not jointlyjointly with any other Person, to indemnify and hold harmless harmless, to the fullest extent permitted by Law, the Company, its officers, the officers and directors and agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Selling Holder, but only with respect to Losses caused by any untrue statement or omission included or omitted in conformity with information relating to such Selling Holder furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly for use in any registration statement contemplated by this Agreement or any related preliminary prospectus, prospectus or prospectus supplement relating to the Registrable Securities (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto). In case any action or proceeding shall be brought against the Company or its officers, directors or agents or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.7. Each Selling Holder also agrees to indemnify and hold harmless Underwriters of the Registrable Securities, their officers and directors and each Person who controls such Underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially Act) the same basis as that Company, and each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the indemnification Securities Act or Section 20 of the Exchange Act) such underwriter (collectively, “Company provided Indemnitees”), from and against all Losses, as incurred, arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in this Section 2.8. The liability any such Registration Statement (or in any preliminary or final Prospectus contained therein, any document incorporated by reference therein or Issuer Free Writing Prospectus related thereto) or any other offering circular or any amendment of or supplement to any Selling Holder pursuant of the foregoing or any other document incident to this Section 2.8 may notsuch registration, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a final or preliminary Prospectus, in light of the circumstances under which they were made) not misleading, in each case solely to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement (or in any eventpreliminary or final Prospectus contained therein, exceed any document incorporated by reference therein or Issuer Free Writing Prospectus related thereto), offering circular, or any amendment of or supplement to any of the net proceeds received foregoing or other document in reliance upon and in conformity with written information furnished to the Company by such Selling Holder from sales expressly for inclusion in such document. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any of its directors, officers or controlling Persons. The Company may require as a condition to its including Registrable Securities giving rise in any Registration Statement filed hereunder that the holder thereof acknowledge its agreement to be bound by the indemnification obligations provisions of such Selling Holderthis Agreement (including Section 2.7) applicable to it.

Indemnification by Selling Holders. Each In the case of each offering made pursuant to this Agreement, each Selling Holder Holder, by exercising its registration and/or piggyback rights under this Agreement, agrees, severally but and not jointly, to indemnify and hold harmless harmless, to the extent permitted by Applicable Law, the Company, its officers, directors and agents each other Selling Holder and each Person, if any, who controls the Company or is alleged to control (within the meaning set forth in the Securities Act) any of either Section 15 the foregoing, any Affiliate of any of the foregoing, and the officers, directors, partners, members, employees and agents of each of the foregoing, against any and all losses, liabilities, costs (including reasonable attorney’s fees and disbursements), claims and damages to which they or any of them may become subject, under the Securities Act or Section 20 otherwise, including any amount paid in settlement of the Exchange Act to the same extent any litigation commenced or threatened, insofar as the foregoing indemnity from the Company to such Selling Holderlosses, but only with liabilities, costs, claims and damages (or actions or proceedings in respect to Losses caused by thereof, whether or not such indemnified Person is a party thereto) arise out of or are based upon any untrue statement made by such Selling Holder of a material fact contained in the registration statement (or in any preliminary, final or summary prospectus included therein) or in the Disclosure Package relating to the offering and sale of such Registrable Securities prepared by the Company or at its direction, or any amendment thereof or supplement thereto, or any omission included by such Selling Holder of a material fact required to be stated therein or omitted necessary to make the statements therein (in the case of a prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading, but in each case only to the extent that such untrue statement of a material fact occurs in reliance upon and in conformity with with, or such material fact is omitted from, information relating to such Selling Holder furnished in writing (which information shall be limited to the name of such Selling Holder, the address of such Selling Holder, the number of shares of Common Stock held by such Selling Holder, the number of shares of Common Stock being offered by such Selling Holder in the offering and the nature of the beneficial ownership of the Common Stock owned by such Person) furnished in writing to the Company by or on such Selling Holder’s behalf expressly for use in any registration statement contemplated by this Agreement or any related preliminary prospectus, prospectus or prospectus supplement relating to the Registrable Securities (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto). In case any action or proceeding shall be brought against the Company or its officers, directors or agents or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company expressly for inclusion in such registration statement (or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.7. Each Selling Holder also agrees to indemnify and hold harmless Underwriters of the Registrable Securities, their officers and directors and each Person who controls such Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Company provided in this Section 2.8. The liability of any Selling Holder pursuant to this Section 2.8 may not, in any eventpreliminary, exceed the net proceeds received by such Selling Holder from sales of Registrable Securities giving rise to the indemnification obligations of such Selling Holderfinal or summary prospectus included therein) or Disclosure Package, or any amendment thereof or supplement thereto.

Indemnification by Selling Holders. Each In connection with any Registration Statement in which a Selling Holder agrees, severally but not jointly, to indemnify and hold harmless the Company, its officers, directors and agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Selling Holder, but only with respect to Losses caused is participating by any untrue statement or omission included or omitted in conformity with information relating to such Selling Holder furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly for use in any registration statement contemplated by this Agreement or any related preliminary prospectus, prospectus or prospectus supplement relating to the registering Registrable Securities (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto). In case any action or proceeding shall be brought against the Company or its officers, directors or agents or any such controlling person, in respect of which indemnity may be sought against such Selling HolderSecurities, such Selling Holder shall have the rights and duties given furnish to the Company, and Company in writing such information as the Company reasonably requests specifically for use in connection with any Registration Statement or its officers, directors or agents or such controlling person shall have the rights Prospectus and duties given to such Selling Holder, by Section 2.7. Each Selling Holder also agrees to indemnify and hold harmless Underwriters harmless, to the fullest extent permitted by Law, severally and not jointly, the Company, the officers, directors and employees of the Registrable SecuritiesCompany, their officers and directors and each Person who controls such Underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially Act) the same basis as that Company, and each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the indemnification Securities Act or Section 20 of the Exchange Act) such underwriter (collectively, “Company provided Indemnitees”), from and against all Losses, as incurred, arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in this Section 2.8. The any such Registration Statement (or in any preliminary or final Prospectus contained therein, any document incorporated by reference therein or Issuer Free Writing Prospectus related thereto) or any other offering circular or any amendment of or supplement to any of the foregoing or any other document incident to such registration, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a final or preliminary Prospectus, in light of the circumstances under which they were made) not misleading, in each case solely to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement (or in any preliminary or final Prospectus contained therein, any document incorporated by reference therein or Issuer Free Writing Prospectus related thereto), offering circular, or any amendment of or supplement to any of the foregoing or other document in reliance upon and in conformity with written information furnished to the Company by such Selling Holder expressly for inclusion in such document; and provided, however, that the liability of any each Selling Holder pursuant hereunder shall be limited to this Section 2.8 may not, in any event, exceed the net proceeds received by such Selling Holder from sales the sale of Registrable Securities giving rise to the indemnification obligations of covered by such Selling HolderRegistration Statement.

Indemnification by Selling Holders. Each Selling Holder agrees, severally but not jointly, to indemnify and hold harmless the Company, its officers, directors directors, employees, advisors and agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, together with the partners, officers, directors, employees, advisors and agents of such controlling Person, to the same extent as the foregoing indemnity from the Company to such Selling Holder, but only with respect reference to Losses caused by any untrue statement or omission included or omitted in conformity with information relating related to such Selling Holder Holder, or its plan of distribution, furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly for use in any registration statement contemplated by this Agreement Registration Statement or Prospectus, or any related amendment or supplement thereto, or any preliminary prospectusProspectus; provided, prospectus however, that such Selling Holder shall not be liable in any such case to the extent that prior to the filing of any such Registration Statement or prospectus Prospectus or amendment or supplement relating thereto, such Selling Holder has furnished in writing to the Company information expressly for use in such Registration Statement or Prospectus or any amendment or supplement thereto which corrected or made not misleading information previously furnished to the Company. In no event shall the liability of any Selling Holder be greater in amount than the dollar amount of the proceeds received by such Selling Holder upon the sale of the Registrable Securities (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto)giving rise to such indemnification obligation. In case any action or proceeding shall be brought against the Company or its officers, directors directors, employees, advisors or agents or any such controlling personPerson or its officers, directors, employees or agents, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its officers, directors directors, employees or agents agents, or such controlling person Person, or its officers, directors, employees, advisors or agents, shall have the rights and duties given to such Selling Holder, by Section 2.7. Each Selling Holder also agrees to indemnify and hold harmless Underwriters of the Registrable Securities, their officers and directors and each Person who controls such Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Company provided in this Section 2.8. The liability of any Selling Holder pursuant to this Section 2.8 may not, in any event, exceed the net proceeds received by such Selling Holder from sales of Registrable Securities giving rise to the indemnification obligations of such Selling Holderpreceding paragraph.

Indemnification by Selling Holders. Each In the case of each offering made pursuant to this Agreement, each Selling Holder agreesHolder, severally but not jointlyby exercising its registration rights hereunder, agrees to indemnify and hold harmless harmless, to the extent permitted by law, the Company, its officers, directors and agents each other Selling Holder and each Person, if any, who controls the Company or is alleged to control (within the meaning set forth in the Securities Act) any of either Section 15 the foregoing, any Affiliate of any of the foregoing, and the officers, directors, partners, employees and agents of each of the foregoing, against any and all losses, liabilities, costs (including reasonable attorney’s fees and disbursements), claims and damages to which they or any of them may become subject, under the Securities Act or Section 20 otherwise, including any amount paid in settlement of the Exchange Act to the same extent any litigation commenced or threatened, insofar as the foregoing indemnity from the Company to such Selling Holderlosses, but only with liabilities, costs, claims and damages (or actions or proceedings in respect to Losses caused by thereof, whether or not such indemnified Person is a party thereto) arise out of or are based upon any untrue statement made by such Selling Holder of a material fact contained in the registration statement (or in any preliminary, final or summary prospectus included therein) or in the Disclosure Package relating to the offering and sale of such Registrable Securities prepared by the Company or at its direction, or any amendment thereof or supplement thereto, or any omission included by such Selling Holder of a material fact required to be stated therein or omitted necessary to make the statements therein (in the case of a prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading, but in each case only to the extent that such untrue statement of a material fact occurs in reliance upon and in conformity with with, or such material fact is omitted from, information relating to such Selling Holder furnished in writing to the Company by or on behalf of such Selling Holder or on such Selling Holder’s behalf expressly for use inclusion in such registration statement (or in any registration statement contemplated by this Agreement preliminary, final or summary prospectus included therein) or Disclosure Package, or any related preliminary prospectus, prospectus amendment thereof or prospectus supplement relating to the Registrable Securities (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto). In case any action or proceeding shall be brought against the Company or its officers, directors or agents or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.7. Each Selling Holder also agrees to indemnify and hold harmless Underwriters of the Registrable Securities, their officers and directors and each Person who controls such Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Company provided in this Section 2.8. The liability of any Selling Holder pursuant to this Section 2.8 may not, hereunder shall be several and not joint and in no event shall the liability of any event, exceed Selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Selling Holder from sales under the sale of the Registrable Securities giving rise to the such indemnification obligations of such Selling Holderobligation.

Indemnification by Selling Holders. Each Selling selling Holder agrees, severally but not jointly, agrees to indemnify and hold harmless harmless, to the full extent permitted by law, the Company, its directors, officers, directors employees and agents representatives and each Person, if any, Person who controls the Company (within the meaning of either Section 15 the Securities Act) against any losses, claims, damages or liabilities and expenses caused by any untrue or alleged untrue statement of a material fact contained in any Registration Statement or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such selling Holder to the Company for inclusion in such Registration Statement, prospectus or preliminary prospectus and has not been corrected in a subsequent writing prior to or concurrently with the sale of the Securities Act securities to the Person asserting such loss, claim, damage, liability or Section 20 expense. In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the Exchange Act proceeds received by such selling Holder upon the sale of the securities giving rise to such indemnification obligation. The Company and the selling Holders shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as the foregoing indemnity from the Company to such Selling Holder, but only provided above with respect to Losses caused by any untrue statement or omission included or omitted in conformity with information relating to such Selling Holder so furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly Persons for use inclusion in any registration statement contemplated by this Agreement or any related preliminary prospectus, prospectus or prospectus supplement relating to the Registrable Securities (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto). In case any action or proceeding shall be brought against the Company or its officers, directors or agents or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.7. Each Selling Holder also agrees to indemnify and hold harmless Underwriters of the Registrable Securities, their officers and directors and each Person who controls such Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Company provided in this Section 2.8. The liability of any Selling Holder pursuant to this Section 2.8 may not, in any event, exceed the net proceeds received by such Selling Holder from sales of Registrable Securities giving rise to the indemnification obligations of such Selling HolderRegistration Statement.

Indemnification by Selling Holders. Each In the case of each offering made pursuant to this Agreement, each Selling Holder agreesHolder, severally but not jointlyby exercising its registration rights hereunder, agrees to indemnify and hold harmless harmless, to the extent permitted by Law, the Company, its officers, directors and agents each other Selling Holder and each Person, if any, who controls the Company or is alleged to control (within the meaning set forth in the Securities Act) any of either Section 15 the foregoing, any Affiliate of any of the foregoing, and the officers, directors, partners, employees and agents of each of the foregoing, against any and all losses, liabilities, costs (including reasonable attorney’s fees and disbursements), claims and damages to which they or any of them may become subject, under the Securities Act or Section 20 otherwise, including any amount paid in settlement of the Exchange Act to the same extent any litigation commenced or threatened, insofar as the foregoing indemnity from the Company to such Selling Holderlosses, but only with liabilities, costs, claims and damages (or actions or proceedings in respect to Losses caused by thereof, whether or not such indemnified Person is a party thereto) arise out of or are based upon any untrue statement made by such Selling Holder of a material fact contained in the registration statement (or in any preliminary, final or summary prospectus included therein) or in the Disclosure Package relating to the offering and sale of such Registrable Securities prepared by the Company or at its direction, or any amendment thereof or supplement thereto, or any omission included by such Selling Holder of a material fact required to be stated therein or omitted necessary to make the statements therein (in the case of a prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading, but in each case only to the extent that such untrue statement of a material fact occurs in reliance upon and in conformity with with, or such material fact is omitted from, information relating to such Selling Holder furnished in writing to the Company by or on behalf of such Selling Holder or on such Selling Holder’s behalf expressly for use inclusion in such registration statement (or in any registration statement contemplated by this Agreement preliminary, final or summary prospectus included therein) or Disclosure Package, or any related preliminary prospectus, prospectus amendment thereof or prospectus supplement relating to the Registrable Securities (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto). In case any action or proceeding shall be brought against the Company or its officers, directors or agents or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.7. Each Selling Holder also agrees to indemnify and hold harmless Underwriters of the Registrable Securities, their officers and directors and each Person who controls such Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Company provided in this Section 2.8. The liability of any Selling Holder pursuant to this Section 2.8 may not, in any event, exceed the net proceeds received by such Selling Holder from sales of Registrable Securities giving rise to the indemnification obligations of such Selling Holder.

Indemnification by Selling Holders. Each Selling Holder agrees, severally but not jointly, to indemnify and hold harmless the Company, its officers, directors directors, employees, advisors and agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, together with the partners, officers, directors, employees, advisors and agents of such Controlling Person, to the same extent as the foregoing indemnity from the Company to such Selling Holder, but only with respect reference to Losses caused by any untrue statement or omission included or omitted in conformity with information relating related to such Selling Holder Holder, or its plan of distribution, furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly for use in any registration statement contemplated by this Agreement Registration Statement or Prospectus, or any related amendment or supplement thereto, or any preliminary prospectusProspectus; provided, prospectus or prospectus supplement relating however, that such Selling Holder shall not be liable in any such case to the Registrable Securities (as then amended or supplemented if extent that prior to the Company shall have furnished any amendments or supplements thereto). In case any action or proceeding shall be brought against the Company or its officers, directors or agents or filing of any such controlling person, in respect of which indemnity may be sought against such Selling HolderRegistration Statement or Prospectus or amendment or supplement thereto, such Selling Holder shall have has furnished in writing to the rights and duties given Company information expressly for use in such Registration Statement or Prospectus or any amendment or supplement thereto which corrected or made not misleading information previously furnished to the Company, and . In no event shall the Company or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.7. Each Selling Holder also agrees to indemnify and hold harmless Underwriters of the Registrable Securities, their officers and directors and each Person who controls such Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Company provided in this Section 2.8. The liability of any Selling Holder pursuant to this Section 2.8 may not, be greater in any event, exceed amount than the net dollar amount of the proceeds received by such Selling Holder from sales upon the sale of the Registrable Securities giving rise to the such indemnification obligations of such Selling Holderobligation.

Indemnification by Selling Holders. Each Selling selling Holder agrees, severally but not jointly, agrees to indemnify and hold harmless harmless, to the full extent permitted by law, the Company, its directors, officers, directors employees and agents representatives and each Person, if any, Person who controls the Company (within the meaning of either Section 15 the Securities Act) against any losses, claims, damages or liabilities and expenses caused by any untrue or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent that such untrue statement or omission was caused by or contained in any information furnished in writing to the Company by such selling Holder for use therein and has not been corrected in a subsequent writing prior to or concurrently with the sale of the Securities Act securities to the Person asserting such loss, claim, damage, liability or Section 20 expense. In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the Exchange Act proceeds received by such selling Holder upon the sale of the securities giving rise to such indemnification obligation (except in the event of liability for fraud by such selling Holder). The Company and the selling Holders shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as the foregoing indemnity from the Company to such Selling Holder, but only provided above with respect to Losses caused by any untrue statement or omission included or omitted in conformity with information relating to such Selling Holder so furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly Persons specifically for use inclusion in any registration statement contemplated by this Agreement Registration Statement or any related preliminary prospectus, prospectus or prospectus supplement relating to the Registrable Securities (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto). In case any action or proceeding shall be brought against the Company or its officers, directors or agents or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.7. Each Selling Holder also agrees to indemnify and hold harmless Underwriters of the Registrable Securities, their officers and directors and each Person who controls such Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Company provided in this Section 2.8. The liability of any Selling Holder pursuant to this Section 2.8 may not, in any event, exceed the net proceeds received by such Selling Holder from sales of Registrable Securities giving rise to the indemnification obligations of such Selling HolderProspectus.

Indemnification by Selling Holders. Each Selling selling Holder agrees, severally but not jointly, agrees to indemnify and hold harmless harmless, to the full extent permitted by law, the Company, its directors, officers, directors employees and agents representatives and each Person, if any, Person who controls the Company (within the meaning of either Section 15 the Securities Act) against any losses, claims, damages or liabilities and expenses caused by any untrue or alleged untrue statement of a material fact contained in any Registration Statement or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any statement or affidavit furnished in writing by such selling Holder to the Company expressly for inclusion in such Registration Statement, prospectus or preliminary prospectus and has not been corrected in a subsequent writing prior to or concurrently with the sale of the Securities Act securities to the Person asserting such loss, claim, damage, liability or Section 20 expense. In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the Exchange Act proceeds received by such selling Holder upon the sale of the securities giving rise to such indemnification obligation. The Company and the selling Holders shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as the foregoing indemnity from the Company to such Selling Holder, but only provided above with respect to Losses caused by any untrue statement or omission included or omitted in conformity with information relating to such Selling Holder so furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly Persons specifically for use inclusion in any registration statement contemplated by this Agreement or any related preliminary prospectus, prospectus or prospectus supplement relating to the Registrable Securities (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto). In case any action or proceeding shall be brought against the Company or its officers, directors or agents or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.7. Each Selling Holder also agrees to indemnify and hold harmless Underwriters of the Registrable Securities, their officers and directors and each Person who controls such Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Company provided in this Section 2.8. The liability of any Selling Holder pursuant to this Section 2.8 may not, in any event, exceed the net proceeds received by such Selling Holder from sales of Registrable Securities giving rise to the indemnification obligations of such Selling HolderRegistration Statement.

Indemnification by Selling Holders. Each In connection with any Registration Statement in which a Selling Holder is participating by registering Registrable Securities, such Selling Holder agrees, severally but and not jointlyjointly with any other Person, to indemnify and hold harmless harmless, to the fullest extent permitted by Law, the Company, its officers, the officers and directors and agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Selling Holder, but only with respect to Losses caused by any untrue statement or omission included or omitted in conformity with information relating to such Selling Holder furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly for use in any registration statement contemplated by this Agreement or any related preliminary prospectus, prospectus or prospectus supplement relating to the Registrable Securities (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto). In case any action or proceeding shall be brought against the Company or its officers, directors or agents or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.7. Each Selling Holder also agrees to indemnify and hold harmless Underwriters of the Registrable Securities, their officers and directors and each Person who controls such Underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially Act) the same basis as that Company, and each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the indemnification Securities Act or Section 20 of the Exchange Act) such underwriter (collectively, “Company provided Indemnitees”), from and against all Losses, as incurred, arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in this Section 2.8. The liability any such Registration Statement (or in any preliminary or final Prospectus contained therein, any document incorporated by reference therein or Issuer Free Writing Prospectus related thereto) or any other offering circular or any amendment of or supplement to any Selling Holder pursuant of the foregoing or any other document incident to this Section 2.8 may notsuch registration, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a final or preliminary Prospectus, in light of the circumstances under which they were made) not misleading, in each case solely to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement (or in any eventpreliminary or final Prospectus contained therein, exceed any document incorporated by reference therein or Issuer Free Writing Prospectus related thereto), offering circular, or any amendment of or supplement to any of the net proceeds received foregoing or other document in reliance upon and in conformity with written information furnished to the Company by such Selling Holder from sales expressly for inclusion in such document. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any of its directors, officers or controlling Persons. The Company may require as a condition to its including Registrable Securities giving rise in any Registration Statement filed hereunder that the holder thereof acknowledge its agreement to be bound by the indemnification obligations provisions of such Selling Holderthis Agreement (including Section 2.5) applicable to it.

Indemnification by Selling Holders. Each Selling Holder agreesagrees to indemnify, severally but not jointly, to indemnify and hold harmless the Company, its officersofficers and directors, directors and agents and each Person, if any, who that controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, from and against any and all losses, claims, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) caused by, arising out of, resulting from or related to the same extent as the foregoing indemnity from the Company to such Selling Holder, but only with respect to Losses caused by any untrue statement or omission included alleged untrue statement of a material fact contained or omitted in conformity with information relating to such Selling Holder furnished in writing incorporated by such Selling Holder or on such Selling Holder’s behalf expressly for use reference in any registration statement contemplated by this Agreement or any related preliminary prospectus, prospectus or prospectus supplement relating to the Registrable Securities Shares (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto). In case any action or proceeding shall be brought against the Company or its officers, directors or agents ) or any such controlling personpreliminary prospectus, including all documents attached thereto or incorporated by reference therein, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only with reference to information furnished in respect writing by or on behalf of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given specifically for use in any registration statement or prospectus relating to the CompanyRegistrable Shares, and the Company or its officers, directors any amendment or agents supplement thereto or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.7any preliminary prospectus. Each Selling Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable SecuritiesShares, their officers and directors and each Person person who controls such Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Company provided in this Section 2.8. The liability 4.2, but only with reference to information furnished in writing by or on behalf of any such Selling Holder pursuant specifically for use in any registration statement or prospectus relating to the Registrable Shares, or any amendment or supplement thereto or any preliminary prospectus. Each such Selling Holder’s liability under this Section 2.8 may not, in any event, exceed 4.2 shall be limited to an amount equal to the net proceeds (after deducting the applicable underwriting discount and expenses associated with such Selling Holder’s Registrable Shares sold thereunder) received by such Selling Holder from sales the sale of such Registrable Securities giving rise to the indemnification obligations of Shares by such Selling Holder. The obligation of each Selling Holder hereunder shall be several and not joint.

Indemnification by Selling Holders. Each In connection with any Registration Statement in which a Selling Holder is participating by registering Registrable Securities, such Selling Holder agrees, severally but and not jointlyjointly with any other Person, to indemnify and hold harmless harmless, to the fullest extent permitted by Law, the Company, its officers, the officers and directors and agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Selling Holder, but only with respect to Losses caused by any untrue statement or omission included or omitted in conformity with information relating to such Selling Holder furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly for use in any registration statement contemplated by this Agreement or any related preliminary prospectus, prospectus or prospectus supplement relating to the Registrable Securities (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto). In case any action or proceeding shall be brought against the Company or its officers, directors or agents or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.7. Each Selling Holder also agrees to indemnify and hold harmless Underwriters of the Registrable Securities, their officers and directors and each Person who controls such Underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially Act) the same basis as that Company, and each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the indemnification Securities Act or Section 20 of the Company provided Exchange Act) such underwriter, from and against all Losses, as incurred, arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in this Section 2.8. The liability any such Registration Statement (or in any preliminary or final Prospectus contained therein, any document incorporated by reference therein or Issuer Free Writing Prospectus related thereto) or any other offering circular or any amendment of or supplement to any Selling Holder pursuant of the foregoing or any other document incident to this Section 2.8 may notsuch registration, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a final or preliminary Prospectus, in light of the circumstances under which they were made) not misleading, in each case solely to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement (or in any eventpreliminary or final Prospectus contained therein, exceed any document incorporated by reference therein or Issuer Free Writing Prospectus related thereto), offering circular, or any amendment of or supplement to any of the net proceeds received foregoing or other document in reliance upon and in conformity with written information furnished to the Company by such Selling Holder from sales expressly for inclusion in such document. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any of its directors, officers or controlling Persons. The Company may require as a condition to its including Registrable Securities giving rise in any Registration Statement filed hereunder that the holder thereof acknowledge its agreement to be bound by the indemnification obligations provisions of such Selling Holderthis Agreement (including Section 2.5) applicable to it.

Indemnification by Selling Holders. Each Selling Holder agrees, shall severally (but not jointly, to ) indemnify and hold harmless the Company, its officersand each other Selling Holder, directors and agents each of their respective Affiliates, members, partners, directors, officers and employees (including each officer of the Company who signed the Registration Statement) and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act Company, or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Selling Holder, but only with respect to Losses caused by any untrue statement or omission included or omitted in conformity with information relating to such other Selling Holder furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly for use in any registration statement contemplated by this Agreement or any related preliminary prospectus, prospectus or prospectus supplement relating to the Registrable Securities (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto). In case any action or proceeding shall be brought against the Company or its officers, directors or agents or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.7. Each Selling Holder also agrees to indemnify and hold harmless Underwriters of the Registrable Securities, their officers and directors and each Person who controls such Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially and each of their respective representatives, against any and all losses, liabilities, claims, damages, judgments and expenses described in the same basis as indemnity contained in Section 2.09(a) (provided that any settlement of the indemnification type described therein is effected with the written consent of such Selling Holder) as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in a Registration Statement (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company provided in this Section 2.8. The liability of any Selling Holder pursuant to this Section 2.8 may not, in any event, exceed the net proceeds received by such Selling Holder from sales expressly for use in such Registration Statement (or any amendment thereto) or such prospectus (or any amendment or supplement thereto); provided, however, that an indemnifying Selling Holder shall not be required to provide indemnification in any amount in excess of the amount by which (x) the total price at which the Registrable Securities giving rise sold by such indemnifying Selling Holder and its Affiliates and distributed to the indemnification obligations public were offered to the public exceeds (y) the amount of any damages which such indemnifying Selling Holder has otherwise been required to pay by reason of such Selling Holderuntrue or alleged untrue statement or omission or alleged omission. The Company shall be entitled, to the extent customary, to receive indemnification and contribution from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any prospectus or Registration Statement.

Indemnification by Selling Holders. Each In connection with any Registration Statement in which a Selling Holder is participating by registering Registrable Securities, such Selling Holder agrees, severally but and not jointlyjointly with any other Person, to indemnify and hold harmless harmless, to the fullest extent permitted by Law, the Company, its officers, the officers and directors and agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Selling Holder, but only with respect to Losses caused by any untrue statement or omission included or omitted in conformity with information relating to such Selling Holder furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly for use in any registration statement contemplated by this Agreement or any related preliminary prospectus, prospectus or prospectus supplement relating to the Registrable Securities (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto). In case any action or proceeding shall be brought against the Company or its officers, directors or agents or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.7. Each Selling Holder also agrees to indemnify and hold harmless Underwriters of the Registrable Securities, their officers and directors and each Person who controls such Underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially Act) the same basis as that Company, and each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the indemnification Securities Act or Section 20 of the Company provided Exchange Act) such underwriter, from and against all Losses, as incurred, arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in this Section 2.8. The liability any such Registration Statement (or in any preliminary or final Prospectus contained therein, any document incorporated by reference therein or Issuer Free Writing Prospectus related thereto) or any other offering circular or any amendment of or supplement to any Selling Holder pursuant of the foregoing or any other document incident to this Section 2.8 may notsuch registration, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a final or preliminary Prospectus, in light of the circumstances under which they were made) not misleading, in each case solely to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement (or in any eventpreliminary or final Prospectus contained therein, exceed any document incorporated by reference therein or Issuer Free Writing Prospectus related thereto), offering circular, or any amendment of or supplement to any of the net proceeds received foregoing or other document in reliance upon and in conformity with written information furnished to the Company by such Selling Holder from sales expressly for inclusion in such document. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any of its directors, officers or controlling Persons. The Company may require as a condition to its including Registrable Securities giving rise in any Registration Statement filed hereunder that the holder thereof acknowledge its agreement to be bound by the indemnification provisions of this Agreement (including Section 2.5) applicable to it. Notwithstanding the foregoing, if at any time Leucadia has assigned its rights and/or obligations of under this Agreement to a wholly owned Subsidiary pursuant to Section 3.6, then Leucadia and such Selling HolderHolder shall provide the indemnity referenced in this Section 2.5(b) on a joint and several basis.

Indemnification by Selling Holders. Each Selling Holder agrees, severally but not jointly, to indemnify and hold harmless the Company, its officers, directors and agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Selling Holder, but only with respect to Losses caused by any untrue statement or omission included or omitted in conformity with information relating to such Selling Holder furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly for use in any registration statement contemplated by this Agreement or any related preliminary prospectus, prospectus or prospectus supplement relating to the Registrable Securities (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto). In case any action or proceeding shall be brought against the Company or its officers, directors or agents or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.73.7. Each Selling Holder also agrees to indemnify and hold harmless Underwriters of the Registrable Securities, their officers and directors and each Person who controls such Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Company provided in this Section 2.83.8. The liability of any Selling Holder pursuant to this Section 2.8 3.8 may not, in any event, exceed the net proceeds received by such Selling Holder from sales of Registrable Securities giving rise to the indemnification obligations of such Selling Holder.

Indemnification by Selling Holders. Each In connection with any Registration Statement in which a Selling Holder is participating by registering Registrable Securities, such Selling Holder shall furnish to the Company in writing such information as the Company reasonably requests specifically for use in connection with any Registration Statement or Prospectus and agrees, severally but and not jointlyjointly with any other Person, to indemnify and hold harmless harmless, to the fullest extent permitted by Law, the Company, its officers, the officers and directors and agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Selling Holder, but only with respect to Losses caused by any untrue statement or omission included or omitted in conformity with information relating to such Selling Holder furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly for use in any registration statement contemplated by this Agreement or any related preliminary prospectus, prospectus or prospectus supplement relating to the Registrable Securities (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto). In case any action or proceeding shall be brought against the Company or its officers, directors or agents or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.7. Each Selling Holder also agrees to indemnify and hold harmless Underwriters of the Registrable Securities, their officers and directors and each Person who controls such Underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially Act) the same basis as that Company, and each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the indemnification Securities Act or Section 20 of the Exchange Act) such underwriter (collectively, “Company provided Indemnitees”), from and against all Losses, as incurred, arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in this Section 2.8. The liability any such Registration Statement (or in any preliminary or final Prospectus contained therein, any document incorporated by reference therein or Issuer Free Writing Prospectus related thereto) or any amendment of or supplement to any Selling Holder pursuant of the foregoing or any other document incident to this Section 2.8 may notsuch registration, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a final or preliminary Prospectus, in light of the circumstances under which they were made) not misleading, in each case solely to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement (or in any eventpreliminary or final Prospectus contained therein, exceed any document incorporated by reference therein or Issuer Free Writing Prospectus related thereto), offering circular, or any amendment of or supplement to any of the net proceeds received foregoing or other document in reliance upon and in conformity with written information furnished to the Company by such Selling Holder from sales expressly for inclusion in such document. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any of its directors, officers or controlling Persons. The Company may require as a condition to its including Registrable Securities giving rise in any Registration Statement filed hereunder that the holder thereof acknowledge its agreement to be bound by the indemnification obligations provisions of such Selling Holderthis Agreement (including Section 2.6) applicable to it.

Indemnification by Selling Holders. Each In connection with any Registration Statement in which a Selling Holder is participating by registering Registrable Securities, such Selling Holder shall furnish to the Company in writing such information as the Company reasonably requests specifically for use in connection with any Registration Statement or Prospectus and agrees, severally but and not jointlyjointly with any other Person, to indemnify and hold harmless harmless, to the fullest extent permitted by Law, the Company, its officers, the officers and directors and agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Selling Holder, but only with respect to Losses caused by any untrue statement or omission included or omitted in conformity with information relating to such Selling Holder furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly for use in any registration statement contemplated by this Agreement or any related preliminary prospectus, prospectus or prospectus supplement relating to the Registrable Securities (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto). In case any action or proceeding shall be brought against the Company or its officers, directors or agents or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.7. Each Selling Holder also agrees to indemnify and hold harmless Underwriters of the Registrable Securities, their officers and directors and each Person who controls such Underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially Act) the same basis as that Company, and each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the indemnification Securities Act or Xxxxxxx 00 xx xxx Xxxxxxxx Xxx) such underwriter (collectively, “Company Indemnitees”), from and against all Losses, as incurred, arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement (or in any preliminary or final Prospectus contained therein, any document incorporated by reference therein or Issuer Free Writing Prospectus related thereto) or any amendment of or supplement to any of the Company provided foregoing or any other document incident to such registration, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein (in this Section 2.8. The liability the case of any Selling Holder pursuant to this Section 2.8 may nota final or preliminary Prospectus, in light of the circumstances under which they were made) not misleading, in each case solely to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement (or in any eventpreliminary or final Prospectus contained therein, exceed any document incorporated by reference therein or Issuer Free Writing Prospectus related thereto), offering circular, or any amendment of or supplement to any of the net proceeds received foregoing or other document in reliance upon and in conformity with written information furnished to the Company by such Selling Holder from sales expressly for inclusion in such document. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any of its directors, officers or controlling Persons. The Company may require as a condition to its including Registrable Securities giving rise in any Registration Statement filed hereunder that the holder thereof acknowledge its agreement to be bound by the indemnification obligations provisions of such Selling Holderthis Agreement (including Section 2.6) applicable to it.

Indemnification by Selling Holders. Each Selling Holder agrees, shall severally (but not jointly, to ) indemnify and hold harmless Monsoon, and the Companyother Selling Holders, its officersand each of their respective partners, directors directors, officers and agents employees (including each officer of Monsoon who signed the Registration Statement) and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act Monsoon, or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Selling Holder, but only with respect to Losses caused by any untrue statement or omission included or omitted in conformity with information relating to such other Selling Holder furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly for use in any registration statement contemplated by this Agreement or any related preliminary prospectus, prospectus or prospectus supplement relating to the Registrable Securities (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto). In case any action or proceeding shall be brought against the Company or its officers, directors or agents or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.7. Each Selling Holder also agrees to indemnify and hold harmless Underwriters of the Registrable Securities, their officers and directors and each Person who controls such Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially Act, against any and all losses, liabilities, claims, damages, judgments and expenses described in the same basis as indemnity contained in Section 2.10(a) (provided that any settlement of the indemnification type described therein is effected with the written consent of the Company provided such Selling Holder) as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in this Section 2.8. The liability of a Registration Statement (or any Selling Holder pursuant amendment or supplement thereto) in reliance upon and in conformity with written information furnished to this Section 2.8 may not, in any event, exceed the net proceeds received Monsoon by such Selling Holder from sales expressly for use in such Registration Statement (or any amendment thereto) or such prospectus (or any amendment or supplement thereto); provided, however, that an indemnifying Selling Holder shall not be required to provide indemnification in any amount in excess of the amount by which (x) the total price at which the Registrable Securities giving rise sold by such indemnifying Selling Holder and its affiliated indemnifying Selling Holders and distributed to the indemnification obligations public were offered to the public exceeds (y) the amount of any damages which such indemnifying Selling Holder has otherwise been required to pay by reason of such Selling Holderuntrue or alleged untrue statement or omission or alleged omission. Monsoon shall be entitled, to the extent customary, to receive indemnification and contribution from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any prospectus or Registration Statement.

Indemnification by Selling Holders. Each Selling Holder agrees, severally but not jointly, to indemnify and hold harmless the Company, its officers, directors directors, employees, advisors and agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, together with the partners, officers, directors, employees, advisors and agents of such Controlling Person, to the same extent as the foregoing indemnity from the Company to such Selling Holder, but only with respect reference to Losses caused by any untrue statement or omission included or omitted in conformity with information relating related to such Selling Holder Holder, or its plan of distribution, furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly for use in any registration statement contemplated by this Agreement Registration Statement or Prospectus, or any related amendment or supplement thereto, or any preliminary prospectusProspectus; provided, prospectus however, that such Selling Holder shall not be liable in any such case to the extent that prior to the filing of any such Registration Statement or prospectus Prospectus or amendment or supplement relating thereto, such Selling Holder has furnished in writing to the Company information expressly for use in such Registration Statement or Prospectus or any amendment or supplement thereto which corrected or made not misleading information previously furnished to the Company. In no event shall the liability of any Selling Holder be greater in amount than the dollar amount of the proceeds received by such Selling Holder upon the sale of the Registrable Securities (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto)giving rise to such indemnification obligation. In case any action or proceeding shall be brought against the Company or its officers, directors directors, employees, advisors or agents or any such controlling personControlling Person or its officers, directors, employees or agents, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its officers, directors directors, employees or agents agents, or such controlling person Controlling Person, or its officers, directors, employees, advisors or agents, shall have the rights and duties given to such Selling Holder, by Section 2.7the preceding paragraph. Each Selling Holder also agrees to indemnify and hold harmless Underwriters This indemnity will survive the transfer of the Registrable Securities, their officers and directors and each Person who controls such Underwriters within Securities by the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Company provided in this Section 2.8. The liability of any Selling Holder pursuant to this Section 2.8 may not, in any event, exceed the net proceeds received by such Selling Holder from sales of Registrable Securities giving rise to the indemnification obligations of such Selling Holderthereof.

Indemnification by Selling Holders. Each Selling Holder agreesshall, to the full extent permitted by law, severally but not jointly, to indemnify and hold harmless the Company, its officers, directors directors, employees and agents and each Personperson, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, together with the partners, officers, directors, employees and agents of such controlling person (collectively, "COMPANY COVERED PERSONS"), to the same extent as the foregoing indemnity from the Company to such Selling Holder, but only with respect reference to Losses caused by any untrue statement or omission included or omitted in conformity with information relating related to such Selling Holder Holder, or its plan of distribution, furnished in writing by such Selling Holder or on such Selling Holder’s 's behalf expressly for use in any registration statement contemplated by this Agreement or any related preliminary prospectus, prospectus or prospectus supplement relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus and the aggregate amount which may be recovered from any Selling Holder pursuant to the indemnification provided for in this Section 4.2 in connection with any registration and sale of Registrable Securities (as then amended or supplemented if shall be limited to the Company shall have furnished any amendments or supplements thereto)total proceeds received by such Holder from the sale of such Registrable Securities. In case any action or proceeding shall be brought against the any Company or its officers, directors or agents or any such controlling person, Covered Person in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the CompanyCompany Covered Persons, and the Company or its officers, directors or agents or such controlling person Covered Persons shall have the rights and duties given to such Selling Holder, by Section 2.74.1. Each Selling Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities, their officers and directors and each Person person who controls such Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Company provided in this Section 2.84.2. The liability of any Selling Holder pursuant Company shall be entitled to this Section 2.8 may notreceive indemnities from Underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above, with respect to information so furnished in writing by such persons specifically for inclusion in any event, exceed the net proceeds received by such Selling Holder from sales of Registrable Securities giving rise to the indemnification obligations of such Selling Holderprospectus or registration statement.

Indemnification by Selling Holders. Each In connection with any Registration Statement in which a Selling Holder agrees, severally but not jointly, to indemnify and hold harmless the Company, its officers, directors and agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Selling Holder, but only with respect to Losses caused is participating by any untrue statement or omission included or omitted in conformity with information relating to such Selling Holder furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly for use in any registration statement contemplated by this Agreement or any related preliminary prospectus, prospectus or prospectus supplement relating to the registering Registrable Securities (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto). In case any action or proceeding shall be brought against the Company or its officers, directors or agents or any such controlling person, in respect of which indemnity may be sought against such Selling HolderSecurities, such Selling Holder shall have the rights and duties given furnish to the Company, and Company in writing such information as the Company reasonably requests specifically for use in connection with any Registration Statement or its officers, directors or agents or such controlling person shall have the rights Prospectus and duties given to such Selling Holder, by Section 2.7. Each Selling Holder also agrees to indemnify and hold harmless Underwriters of harmless, to the Registrable Securitiesfullest extent permitted by Law, their severally and not jointly, the Company, the officers and directors of the Company, and each Person who controls such Underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially Act) the same basis as that Company, and each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the indemnification Securities Act or Section 20 of the Exchange Act) such underwriter (collectively, “Company provided Indemnitees”), from and against all Losses, as incurred, arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in this Section 2.8. The any such Registration Statement (or in any preliminary or final Prospectus contained therein, any document incorporated by reference therein or Issuer Free Writing Prospectus related thereto) or any other offering circular or any amendment of or supplement to any of the foregoing or any other document incident to such registration, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a final or preliminary Prospectus, in light of the circumstances under which they were made) not misleading, in each case solely to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement (or in any preliminary or final Prospectus contained therein, any document incorporated by reference therein or Issuer Free Writing Prospectus related thereto), offering circular, or any amendment of or supplement to any of the foregoing or other document in reliance upon and in conformity with written information furnished to the Company by such Selling Holder expressly for inclusion in such document; and provided, however, that the liability of any each Selling Holder pursuant hereunder shall be limited to this Section 2.8 may not, in any event, exceed the net proceeds received by such Selling Holder from sales the sale of Registrable Securities giving rise to the indemnification obligations of covered by such Selling HolderRegistration Statement.

Indemnification by Selling Holders. Each Selling To the extent permitted by law, each selling Holder agrees, severally but not jointly, to will indemnify and hold harmless the Company, each of its officersdirectors, directors and agents and each Personof its officers who have signed the Registration Statement, each person, if any, who controls the Company within the meaning of either Section 15 the Securities Act, any underwriter and any other Holder selling securities under such Registration Statement or any of such other Holder’s partners, directors or officers or any person who controls such Holder within the meaning of the Securities Act or Section 20 the Exchange Act, against any losses, claims, damages or liabilities (joint or several), and any actions, proceedings or settlements in respect thereof, to which the Company or any such director, officer, controlling person, underwriter or other such Holder, partner or director, officer or controlling person of such other Holder may become subject under the Securities Act, the Exchange Act or other federal or state law insofar as such losses, claims, damages or liabilities (or actions, proceedings or settlements in respect thereof) arise out of or are based upon any Violation, in each case to the same extent as (and only to the foregoing indemnity from the Company to extent) that such Selling Holder, but only with respect to Losses caused by any untrue statement or omission included or omitted Violation occurs in reliance upon and in conformity with written information relating to such Selling Holder furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly for use in connection with such registration; and each such Holder will reimburse any registration statement contemplated legal or other expenses reasonably incurred by this Agreement the Company or any related preliminary prospectussuch director, prospectus officer, controlling person, underwriter or prospectus supplement relating other Holder, partner, officer, director or controlling person of such other Holder in connection with investigating or defending any such loss, claim, damage, liability, action or proceedings or effecting any such settlement; provided, however, that the indemnity agreement contained in this Section 1.8(b) shall not apply to the Registrable Securities (as then amended or supplemented if the Company shall have furnished amounts paid in settlement of any amendments or supplements thereto). In case any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of the Holder, which consent shall not be brought against unreasonably withheld; and provided, further, that the Company or its officers, directors or agents or any such controlling person, total amounts payable by a Holder under this Section 1.8(b) in respect of which indemnity may be sought against such Selling Holder, such Selling Holder any Violations shall have the rights and duties given to the Company, and the Company or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.7. Each Selling Holder also agrees to indemnify and hold harmless Underwriters of the Registrable Securities, their officers and directors and each Person who controls such Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Company provided in this Section 2.8. The liability of any Selling Holder pursuant to this Section 2.8 may not, in any event, not exceed the net proceeds received by such Selling Holder from sales in the registered offering out of Registrable Securities giving rise to the indemnification obligations of which such Selling HolderViolations arise.

Indemnification by Selling Holders. Each Selling Holder agreeswill, severally but not jointlyin the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held or beneficially owned by such Selling Holder, to indemnify and hold harmless the CompanyParent, each of its officers, directors and agents officers and each Underwriter (if any), and each other Selling Holder and each other Person, if any, who controls the Company another Selling Holder or such Underwriter within the meaning of either Section 15 of the Securities Act Act, against any losses, claims, judgments, damages or Section 20 liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Selling Holder, but only with respect to Losses caused by or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus, free writing prospectus, or summary prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission included or omitted the alleged omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information relating to regarding such Selling Holder furnished in writing to the Parent by such Selling Holder expressly for use therein, and shall reimburse the Parent, its directors and officers, and each other Selling Holder or on controlling Person for any legal or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss, claim, damage, liability or action. Each Selling Holder’s behalf expressly for use in any registration statement contemplated by this Agreement or any related preliminary prospectus, prospectus or prospectus supplement relating indemnification obligations hereunder shall be several and not joint and shall be limited to the Registrable Securities (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto). In case any action or proceeding shall be brought against the Company or its officers, directors or agents or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.7. Each Selling Holder also agrees to indemnify and hold harmless Underwriters of the Registrable Securities, their officers and directors and each Person who controls such Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Company provided in this Section 2.8. The liability amount of any Selling Holder pursuant to this Section 2.8 may not, in any event, exceed the net proceeds actually received by such Selling Holder from sales of Registrable Securities giving rise to the indemnification obligations of such Selling Holder.

Indemnification by Selling Holders. Each Selling Holder agrees, severally but not jointly, agrees to indemnify and hold harmless the CompanyCorporation, its officers, directors and directors, shareholders, employees, agents and representatives, each Person, if any, who controls the Company within the meaning of either Section 15 Controlling Person of the Securities Act Corporation, and any other Selling Holder (including their Affiliates and their respective officers, directors, partners, shareholders, members, managers, employees, agents and representatives, and any Controlling Persons thereof) from and against any and all losses, claims, damages, liabilities and expenses arising out of or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Selling Holder, but only with respect to Losses caused by based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or prospectus relating to the Registration Shares or any preliminary prospectus, or any amendment or supplement to such Registration Statement or prospectus, or (ii) any omission included or omitted alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in conformity with each case, to the extent (and only to the extent) that such losses, claims, damages, liabilities and expenses are caused by or based upon information relating to such Selling Holder furnished to the Corporation in writing by or on behalf of such Selling Holder or on such Selling Holder’s behalf expressly for use in any registration statement contemplated by this Agreement or any related preliminary prospectustherein; provided, prospectus or prospectus supplement relating to the Registrable Securities (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto). In case any action or proceeding shall be brought against the Company or its officershowever, directors or agents or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such that no Selling Holder shall have the rights and duties given any obligation to indemnify under this sentence to the Companyextent any such losses, claims, damages or liabilities have been finally and non-appealably determined by a court to have resulted from the Company Corporation’s willful misconduct or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.7gross negligence. Each Selling Holder also agrees to indemnify and hold harmless Underwriters any underwriters of the Registrable SecuritiesRegistration Shares, their officers and directors and each Person who controls such Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act underwriters on substantially the same basis as that of the indemnification of the Company Corporation and the other Selling Holders provided in this Section 2.8. The liability 3.3(b), but only with reference to information furnished in writing by or on behalf of any such Selling Holder pursuant expressly for use in any Registration Statement or prospectus relating to the Registration Shares, or any amendment or supplement thereto, or any preliminary prospectus; provided, however, that no Selling Holder shall have any obligation to indemnify under this sentence to the extent any such losses, claims, damages or liabilities have been finally and non-appealably determined by a court to have resulted from any such underwriter’s willful misconduct or gross negligence. Each such Selling Holder’s liability under this Section 2.8 may not, in any event, exceed 3.3 shall be limited to an amount equal to the net proceeds (after deducting the underwriting discount and expenses) received by such Selling Holder from sales the sale of Registrable Securities giving rise to the indemnification obligations of such Registration Shares by such Selling Holder. The obligation of each Selling Holder shall be several and not joint.

Indemnification by Selling Holders. Each Selling Holder agreesshall, to the full extent permitted by law, severally but not jointly, to indemnify and hold harmless the Company, its officers, directors directors, employees and agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, together with the partners, officers, directors, employees and agents of such controlling Person, to the same extent as the foregoing indemnity from the Company to such Selling Holder, but only with respect reference to Losses caused by any untrue statement or omission included or omitted in conformity with information relating related to such Selling Holder Holder, or its plan of distribution, furnished in writing by such Selling Holder or on such Selling Holder’s 's behalf expressly for use in any registration statement contemplated by this Agreement or any related preliminary prospectus, prospectus or prospectus supplement relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus and the aggregate amount which may be recovered from any Selling Holder of Registrable Securities (as then amended or supplemented if pursuant to the Company indemnification provided for in this Section 4.2 in connection with any registration and sale of Registrable Securities shall have furnished any amendments or supplements thereto)be limited to the total proceeds received by such Holder from the sale of such Registrable Securities. In case any action or proceeding shall be brought against the Company or its officers, directors directors, employees or agents or any such controlling personPerson or its officers, directors, employees or agents, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its officers, directors directors, employees or agents agents, or such controlling person Person, or its officers, directors, employees or agents, shall have the rights and duties given to such Selling Holder, by Section 2.7the preceding paragraph. Each Selling Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities, their officers and directors and each Person who controls such Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Company provided in this Section 2.84.2. The liability of any Selling Holder pursuant Company shall be entitled to this Section 2.8 may notreceive indemnities from Underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above, with respect to information so furnished in writing by such Persons specifically for inclusion in any event, exceed the net proceeds received by such Selling Holder from sales of Registrable Securities giving rise to the indemnification obligations of such Selling Holderprospectus or registration statement.

Indemnification by Selling Holders. Each In connection with any Registration Statement in which a Selling Holder is participating by registering Registrable Securities, such Selling Holder agrees, severally but not jointly, to indemnify and hold harmless harmless, to the fullest extent permitted by Law, the Company, its officers, the officers and directors and agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Selling Holder, but only with respect to Losses caused by any untrue statement or omission included or omitted in conformity with information relating to such Selling Holder furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly for use in any registration statement contemplated by this Agreement or any related preliminary prospectus, prospectus or prospectus supplement relating to the Registrable Securities (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto). In case any action or proceeding shall be brought against the Company or its officers, directors or agents or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.7. Each Selling Holder also agrees to indemnify and hold harmless Underwriters of the Registrable Securities, their officers and directors and each Person who controls such Underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially Act) the same basis as that Company, and each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the indemnification Securities Act or Section 20 of the Exchange Act) such underwriter (collectively, "Company provided Indemnitees"), from and against any and all Losses, as incurred, arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in this Section 2.8. The liability any such Registration Statement (or in any preliminary or final Prospectus contained therein, any document incorporated by reference therein or Issuer Free Writing Prospectus related thereto) or any other offering circular or any amendment of or supplement to any Selling Holder pursuant of the foregoing or any other document incident to this Section 2.8 may notsuch registration, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a final or preliminary Prospectus, in light of the circumstances under which they were made) not misleading, in each case solely to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement (or in any eventpreliminary or final Prospectus contained therein, exceed any document incorporated by reference therein or Issuer Free Writing Prospectus related thereto), offering circular, or any amendment of or supplement to any of the net proceeds received foregoing or other document in reliance upon and in conformity with written information furnished to the Company by such Selling Holder from sales for inclusion in such document. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any of its directors, officers or controlling Persons. The Company may require as a condition to its including Registrable Securities giving rise in any Registration Statement filed hereunder that the holder thereof acknowledge its agreement to be bound by the indemnification obligations provisions of such Selling Holderthis Agreement (including Section 3.6) applicable to it.

Indemnification by Selling Holders. Each Selling Holder Shareholder agrees, severally but not jointly, jointly to indemnify and hold harmless harmless, the Company, its officers, directors directors, employees, advisors and agents agents, and each PersonControlling Person of the Company, if any, who controls together with the partners, officers, directors, employees, advisors and agents of such Controlling Person, from and against any Damages and any action in respect thereof to which the Company within the meaning of either Section 15 of and any such Controlling Person may become subject under the Securities Act or Section 20 of Act, the Exchange Act Act, state blue sky laws, common laws or otherwise, insofar as such Damages (or proceedings in respect thereof) arise out of, or are based upon, (x) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus or any preliminary or summary Prospectus, or (y) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case only to the same extent as that such untrue statement of material fact is contained in, or such material fact relating to the foregoing indemnity from the Company Selling Holder is omitted from, information related to such Selling Holder, but only with respect to Losses caused by any untrue statement or omission included or omitted in conformity with information relating to such Selling Holder its plan of distribution, furnished in writing to the Company by such Selling Holder or on such Selling Holder’s behalf expressly for use in any registration statement contemplated by this Agreement Registration Statement or Prospectus, or any related amendment or supplement thereto, or any preliminary prospectusor summary Prospectus; PROVIDED, prospectus or prospectus supplement relating HOWEVER, that such Selling Holder shall not be liable in any such case to the Registrable Securities (as then amended or supplemented if extent that prior to the Company shall have furnished any amendments or supplements thereto). In case any action or proceeding shall be brought against the Company or its officers, directors or agents or filing of any such controlling person, in respect of which indemnity may be sought against such Selling HolderRegistration Statement or Prospectus or amendment or supplement thereto, such Selling Holder shall have has furnished in writing to the rights and duties given Company information for use in such Registration Statement or Prospectus or any amendment or supplement thereto which corrected or made not misleading information previously furnished to the Company, . The Selling Holder shall reimburse the Company and each such Controlling Person for any legal and other expenses reasonably incurred by the Company or its officers, directors any such Controlling Person in investigating or agents defending or preparing to defend against any such controlling person Damages or proceedings. In no event shall have the rights and duties given to such Selling Holder, by Section 2.7. Each Selling Holder also agrees to indemnify and hold harmless Underwriters of the Registrable Securities, their officers and directors and each Person who controls such Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Company provided in this Section 2.8. The liability of any Selling Holder pursuant to this Section 2.8 may not, be greater in any event, exceed amount that the net dollar amount of the proceeds received by such Selling Holder from sales upon the sale of the Registrable Securities giving rise to such indemnification obligation. This indemnity will survive the indemnification obligations transfer of such Selling Holderthe Registrable Securities by the Holder thereof.

Indemnification by Selling Holders. Each Selling Holder agrees, shall severally (but not jointly, to ) indemnify and hold harmless the Company, its officersand each other Selling Holder, directors and agents each of their respective Affiliates, members, partners, directors, officers and employees (including each officer of the Company who signed the Registration Statement) and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act Company, or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Selling Holder, but only with respect to Losses caused by any untrue statement or omission included or omitted in conformity with information relating to such other Selling Holder furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly for use in any registration statement contemplated by this Agreement or any related preliminary prospectus, prospectus or prospectus supplement relating to the Registrable Securities (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto). In case any action or proceeding shall be brought against the Company or its officers, directors or agents or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.7. Each Selling Holder also agrees to indemnify and hold harmless Underwriters of the Registrable Securities, their officers and directors and each Person who controls such Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially and each of their respective representatives, against any and all losses, liabilities, claims, damages, judgments and expenses described in the same basis as indemnity contained in ‎Section 2.09(a) (provided that any settlement of the indemnification type described therein is effected with the written consent of such Selling Holder) as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in a Registration Statement (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company provided in this Section 2.8. The liability of any Selling Holder pursuant to this Section 2.8 may not, in any event, exceed the net proceeds received by such Selling Holder from sales expressly for use in such Registration Statement (or any amendment thereto) or such prospectus (or any amendment or supplement thereto); provided, however, that an indemnifying Selling Holder shall not be required to provide indemnification in any amount in excess of the amount by which (x) the total price at which the Registrable Securities giving rise sold by such indemnifying Selling Holder and its Affiliates and distributed to the indemnification obligations public were offered to the public exceeds (y) the amount of any damages which such indemnifying Selling Holder has otherwise been required to pay by reason of such Selling Holderuntrue or alleged untrue statement or omission or alleged omission. The Company shall be entitled, to the extent customary, to receive indemnification and contribution from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any prospectus or Registration Statement.

Indemnification by Selling Holders. Each Selling Holder agreesshall, to the full extent permitted by law, severally but not jointly, to indemnify and hold harmless the Company, its officers, directors directors, employees and agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, together with the partners, officers, directors, employees and agents of such controlling Person (collectively, the “Company Controlling Persons”), from and against any Damages to which the Company, its officers, directors, employees and agents and any such Company Controlling Persons may become subject under the Securities Act or otherwise, insofar as such damages (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or prospectus relating to the same extent as Registrable Securities or any amendment or supplement thereto, or arise out of, or are based upon, any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the foregoing indemnity from statements therein not misleading or any violation by the Company of any federal or state securities laws or any rule or regulation thereof (collectively, a “Selling Holder Violation”), but only to the extent that such Selling Holder Violation occurs in reliance upon and in conformity with information related to such Selling Holder, but only with respect to Losses caused by any untrue statement or omission included or omitted in conformity with information relating to such Selling Holder its plan of distribution, furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly for use in any registration statement contemplated by this Agreement or any related preliminary prospectus, prospectus Registration Statement or prospectus supplement relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus and the aggregate amount which may be recovered from any Selling Holder of Registrable Securities (as then amended or supplemented if pursuant to the Company indemnification provided for in this Section 4.2 in connection with any registration and sale of Registrable Securities shall have furnished any amendments or supplements thereto)be limited to the net proceeds received by such Holder from the sale of such Registrable Securities. In case any action or proceeding shall be brought against the Company or its officers, directors directors, employees or agents or any such controlling personCompany Controlling Person or its officers, directors, employees or agents, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its officers, directors directors, employees or agents agents, or such controlling person Company Controlling Person, or its officers, directors, employees or agents, shall have the rights and duties given to such Selling Holder, by Section 2.7the preceding paragraph. Each Selling Holder also agrees The Company shall be entitled to indemnify receive indemnities from Underwriters, selling brokers, dealer managers and hold harmless Underwriters of similar securities industry professionals participating in the Registrable Securitiesdistribution, their officers and directors and each Person who controls such Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially to the same basis extent as that of the indemnification of the Company provided above, with respect to information so furnished in this Section 2.8. The liability of any Selling Holder pursuant to this Section 2.8 may not, writing by such Persons specifically for inclusion in any event, exceed the net proceeds received by such Selling Holder from sales of Registrable Securities giving rise to the indemnification obligations of such Selling Holderprospectus or registration statement.

Indemnification by Selling Holders. Each By virtue of exercising ---------------------------------- its registration rights hereunder, each Selling Holder agreeswill, and hereby does, severally but and not jointly, to indemnify and hold harmless the CompanyAthena, its officerseach officer, directors director and agents agent of Athena, and each PersonPerson (other than the Selling Holders), if any, who controls the Company Athena within the meaning of either Section 15 of the Securities Act against any Losses, joint or several, to which any such Person may be subject under the Securities Act or Section 20 otherwise insofar as such Losses (or actions or proceedings in respect thereof) arise out of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Selling Holder, but only with respect to Losses caused by or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Selling Holder's Elan Shares were registered, any preliminary prospectus, final prospectus or summary prospectus included therein, any amendment or supplement thereto, or any document incorporated by reference therein, or (ii) any omission included or omitted alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that (x) any such Loss (or action or proceeding in respect thereof) arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus or summary prospectus, any such amendment or supplement, or any such document, in reliance upon and in conformity with written information relating to concerning such Selling Holder furnished to Athena in writing by such Selling Holder or on such Selling Holder’s behalf expressly specifically for use in any registration statement contemplated by this Agreement or any related preliminary prospectus, prospectus or prospectus supplement relating to the Registrable Securities therein and (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto). In case any action or proceeding shall be brought against the Company or its officers, directors or agents or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such x) no Selling Holder shall have be liable for any indemnification under this Article VII in an aggregate amount that exceeds the rights and duties given to the Company, and the Company or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.7. Each Selling Holder also agrees to indemnify and hold harmless Underwriters of the Registrable Securities, their officers and directors and each Person who controls such Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Company provided in this Section 2.8. The liability of any Selling Holder pursuant to this Section 2.8 may not, in any event, exceed the total net proceeds received by such Selling Holder from sales the offering of Registrable Securities giving rise to such Elan Shares, and such Selling Holder will reimburse each such Person, as incurred, for any legal or any other expenses reasonably incurred by such Person in connection with investigating, defending against or appearing as a third party witness in connection with any such Loss (or action or proceeding in respect thereof). Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Athena or any such officer, director, agent or controlling Person and shall survive the indemnification obligations transfer of such Elan Shares being offered in such offering by such Selling Holder.

Indemnification by Selling Holders. Each Selling Holder agreesStockholder agrees to severally, severally but not jointlyjointly with the other Selling Stockholder(s), to indemnify and hold harmless harmless, the Company, its officers, directors directors, employees, advisors and agents agents, and each PersonControlling Person of the Company, if any, who controls together with the partners, officers, directors, employees, advisors and agents of such Controlling Person, from and against any Damages and any action in respect thereof to which the Company within the meaning of either Section 15 of and any such Controlling Person may become subject under the Securities Act or Section 20 of Act, the Exchange Act Act, state blue sky laws, common laws or otherwise, insofar as such Damages (or proceedings in respect thereof) arise out of, or are based upon, (x) any untrue statement of a material fact contained in any Registration Statement or Prospectus or any preliminary or summary Prospectus, or (y) any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case only to the same extent as that such untrue statement of material fact is contained in, or such material fact relating to the foregoing indemnity from the Company Selling Holder is omitted from, information related to such Selling Holder, but only with respect to Losses caused by any untrue statement or omission included or omitted in conformity with information relating to such Selling Holder its plan of distribution, furnished in writing to the Company by such Selling Holder or on such Selling Holder’s behalf expressly for use in any registration statement contemplated by this Agreement Registration Statement or Prospectus, or any related amendment or supplement thereto, or any preliminary prospectusor summary Prospectus with the understanding that the liability pursuant to this Section 4.2, prospectus except where the Selling Holder is grossly negligent or prospectus supplement relating to engage in malfeasance or willful misconduct, shall not exceed the amount of the proceeds received by the Selling Holder from the Registrable Securities (as then amended or supplemented if the Company sold pursuant to such Registration Statement; provided, however, that such Selling Holder shall have furnished any amendments or supplements thereto). In case any action or proceeding shall not be brought against the Company or its officers, directors or agents or liable in any such controlling person, in respect case to the extent that prior to the filing of which indemnity may be sought against any such Selling HolderRegistration Statement or Prospectus or amendment or supplement thereto, such Selling Holder shall have has furnished in writing to the rights and duties given Company information for use in such Registration Statement or Prospectus or any amendment or supplement thereto which corrected or made not misleading information previously furnished to the Company, . The Selling Holder shall reimburse the Company and each such Controlling Person for any legal and other expenses reasonably incurred by the Company or its officers, directors any such Controlling Person in Exhibit A-1 11 investigating or agents defending or preparing to defend against any such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.7. Each Selling Holder also agrees to indemnify and hold harmless Underwriters of the Registrable Securities, their officers and directors and each Person who controls such Underwriters within the meaning of Section 15 of the Securities Act Damages or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Company provided in this Section 2.8. The liability of any Selling Holder pursuant to this Section 2.8 may not, in any event, exceed the net proceeds received by such Selling Holder from sales of Registrable Securities giving rise to the indemnification obligations of such Selling Holderproceedings.

Indemnification by Selling Holders. Each Selling Holder agreesagrees to ----------------------------------- indemnify, severally but not jointly, to indemnify and hold harmless the CompanyHT, its officersofficers and directors, directors and agents and each Person, if any, who which controls the Company HT within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, from and against any and all losses, claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees) caused by, arising out of, resulting from or related to the same extent as the foregoing indemnity from the Company to such Selling Holder, but only with respect to Losses caused by any untrue statement or omission included alleged untrue statement of a material fact contained or omitted in conformity with information relating to such Selling Holder furnished in writing incorporated by such Selling Holder or on such Selling Holder’s behalf expressly for use reference in any registration statement contemplated by this Agreement or any related preliminary prospectus, prospectus or prospectus supplement relating to the Registrable Securities (as then amended or supplemented if the Company HT shall have furnished any amendments or supplements thereto). In case any action or proceeding shall be brought against the Company or its officers, directors or agents ) or any such controlling personpreliminary prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only with reference to information furnished in respect writing by or on behalf of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given expressly for use in any registration statement or prospectus relating to the CompanyRegistrable Securities, and the Company or its officers, directors any amendment or agents supplement thereto or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.7any preliminary prospectus. Each Selling Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities, their officers and directors and each Person person who controls such Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Company HT provided in this Section 2.8. The liability 4.2, but only with reference to information furnished in writing by or on behalf of any such Selling Holder pursuant expressly for use in any registration statement or prospectus relating to the Registrable Securities, or any amendment or supplement thereto or any preliminary prospectus. Each such Selling Holder's liability under this Section 2.8 may not, in any event, exceed 4.2 shall be limited to an amount equal to the net proceeds (after deducting the applicable underwriting discount and expenses associated with such Selling Holder's Registrable Securities sold thereunder) received by such Selling Holder from sales the sale of such Registrable Securities giving rise to the indemnification obligations of by such Selling Holder. The obligation of each Selling Holder hereunder shall be several and not joint.

Indemnification by Selling Holders. Each Selling Holder Stockholder agrees, to jointly and severally but not jointly, to indemnify and hold harmless harmless, the Company, its officers, directors directors, employees, advisors and agents agents, and each PersonControlling Person of the Company, if any, who controls together with the partners, officers, directors, employees, advisors and agents of such Controlling Person, from and against any Damages and any action in respect thereof to which the Company within the meaning of either Section 15 of and any such Controlling Person may become subject under the Securities Act or Section 20 of Act, the Exchange Act Act, state blue sky laws, common laws or otherwise, insofar as such Damages (or proceedings in respect thereof) arise out of, or are based upon, (x) any untrue statement of a material fact contained in any Registration Statement or Prospectus or any preliminary or summary Prospectus, or (y) any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case only to the same extent as that such untrue statement of material fact is contained in, or such material fact relating to the foregoing indemnity from the Company Selling Holder is omitted from, information related to such Selling Holder, but only with respect to Losses caused by any untrue statement or omission included or omitted in conformity with information relating to such Selling Holder its plan of distribution, furnished in writing to the Company by such Selling Holder or on such Selling Holder’s behalf expressly for use in any registration statement contemplated by this Agreement Registration Statement or Prospectus, or any related amendment or supplement thereto, or any preliminary prospectusor summary Prospectus with the understanding that the liability pursuant to this Section 4.2, prospectus except where the Selling Holders are grossly negligent or prospectus supplement relating to engage in malfeasance or willful misconduct, shall not exceed the amount of the proceeds received by the Selling Holders from the Registrable Securities (as then amended or supplemented if the Company sold pursuant to such Registration Statement; provided, however, that such Selling Holder shall have furnished any amendments or supplements thereto). In case any action or proceeding shall not be brought against the Company or its officers, directors or agents or liable in any such controlling person, in respect case to the extent that prior to the filing of which indemnity may be sought against any such Selling HolderRegistration Statement or Prospectus or amendment or supplement thereto, such Selling Holder shall have has furnished in writing to the rights and duties given Company information for use in such Registration Statement or Prospectus or any amendment or supplement thereto which corrected or made not misleading information previously furnished to the Company, . The Selling Holder shall reimburse the Company and each such Controlling Person for any legal and other expenses reasonably incurred by the Company or its officers, directors any such Controlling Person in investigating or agents defending or preparing to defend against any such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.7. Each Selling Holder also agrees to indemnify and hold harmless Underwriters of the Registrable Securities, their officers and directors and each Person who controls such Underwriters within the meaning of Section 15 of the Securities Act Damages or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Company provided in this Section 2.8. The liability of any Selling Holder pursuant to this Section 2.8 may not, in any event, exceed the net proceeds received by such Selling Holder from sales of Registrable Securities giving rise to the indemnification obligations of such Selling Holderproceedings.

Indemnification by Selling Holders. Each Selling Holder agreesshall, severally but not jointly, to indemnify and hold harmless the Company, its officers, directors directors, employees and agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, together with the partners, officers, directors, employees and agents of such controlling Person (collectively, "Company Covered Persons"), to the same extent as the foregoing indemnity from the Company to such Selling Holder, but only with respect reference to Losses caused by any untrue statement or omission included or omitted in conformity with information relating related to such Selling Holder Holder, or its plan of distribution, furnished in writing by such Selling Holder or on such Selling Holder’s 's behalf expressly for use in any registration statement contemplated by this Agreement or any related preliminary prospectus, prospectus or prospectus supplement relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus and the aggregate amount which may be recovered from any Selling Holder pursuant to the indemnification provided for in this Section 4.2 in connection with any registration and sale of Registrable Securities (as then amended or supplemented if shall be limited to the Company shall have furnished any amendments or supplements thereto)total proceeds received by such Holder from the sale of such Registrable Securities. In case any action or proceeding shall be brought against the any Company or its officers, directors or agents or any such controlling person, Covered Person in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its officers, directors or agents or such controlling person Covered Persons shall have the rights and duties given to such Selling Holder, by Section 2.74.1. Each Selling Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities, their officers and directors and each Person who controls such Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Company provided in this Section 2.8. The liability of any Selling Holder pursuant to this Section 2.8 may not, in any event, exceed the net proceeds received by such Selling Holder from sales of Registrable Securities giving rise to the indemnification obligations of such Selling Holder4.2.

Indemnification by Selling Holders. Each In connection with any Registration Statement in which a Selling Holder is participating by registering Registrable Securities, such Selling Holder shall furnish to the Company in writing such information as the Company reasonably requests specifically for use in connection with any Registration Statement or Prospectus and agrees, severally but and not jointlyjointly with any other Person, to indemnify and hold harmless harmless, to the fullest extent permitted by Law, the Company, its officers, the officers and directors and agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Selling Holder, but only with respect to Losses caused by any untrue statement or omission included or omitted in conformity with information relating to such Selling Holder furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly for use in any registration statement contemplated by this Agreement or any related preliminary prospectus, prospectus or prospectus supplement relating to the Registrable Securities (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto). In case any action or proceeding shall be brought against the Company or its officers, directors or agents or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.7. Each Selling Holder also agrees to indemnify and hold harmless Underwriters of the Registrable Securities, their officers and directors and each Person who controls such Underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially Act) the same basis as that Company, and each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the indemnification Securities Act or Section 20 of the Exchange Act) such underwriter (collectively, “Company provided Indemnitees”), from and against all Losses, as incurred, arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in this Section 2.8. The liability any such Registration Statement (or in any preliminary or final Prospectus contained therein, any document incorporated by reference therein or Issuer Free Writing Prospectus related thereto) or any amendment of or supplement to any Selling Holder pursuant of the foregoing or any other document incident to this Section 2.8 may notsuch registration, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a final or preliminary Prospectus, in light of the circumstances under which they were made) not misleading, in each case solely to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement (or in any eventpreliminary or final Prospectus contained therein, exceed any document incorporated by reference therein or Issuer Free Writing Prospectus related thereto), offering circular, or any amendment of or supplement to any of the net proceeds received foregoing or other document in reliance upon and in conformity with written information furnished to the Company by such Selling Holder from sales expressly for inclusion in such document. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any of its directors, officers or controlling Persons. The Company may require as a condition to its including Registrable Securities giving rise in any Registration Statement filed hereunder that the holder thereof acknowledge its agreement to be bound by the indemnification obligations provisions of such Selling Holder.this Agreement (including Section 2.6) applicable to it. Exh. 1.01(j)-17

Indemnification by Selling Holders. Each Selling Holder agrees, severally but not jointly, agrees to indemnify and hold harmless the Company, its officersofficers and directors, directors and agents and each Person, if any, who which controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such each Selling Holder, but only with respect to Losses caused by any untrue statement or omission included or omitted in conformity with claims arising from (i) information relating to such Selling Holder furnished in writing by or on behalf of such Selling Holder or on such Selling Holder’s behalf expressly for use in any registration statement contemplated by this Agreement or any related preliminary prospectus, prospectus or prospectus supplement relating to the Registrable Securities (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto). In case any action or proceeding shall be brought against the Company or its officersSecurities, directors or agents or any such controlling personamendment or supplement thereto, in respect of which indemnity may be sought against such Selling Holder, or any preliminary prospectus; (ii) any failure by such Selling Holder shall have to deliver a copy of a registration statement or prospectus or any amendment or supplement thereto as required by the rights and duties given Securities Act or the rules or regulations thereunder; or (iii) any failure by such Selling Holder to stop using the Company, and registration statement or prospectus or any amendment or supplement thereto after receipt of written notice from the Company or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.7stop. Each Selling Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities, their officers and directors and each Person person who controls such Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Company provided in this Section 2.8. The liability 4.2, but only with reference to information ----------- furnished in writing by or on behalf of any such Selling Holder pursuant expressly for use in any registration statement or prospectus relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus. Each such Selling Holder's liability under this Section 2.8 may not, in any event, exceed 4.2 shall be ----------- limited to an amount equal to the net proceeds (after deducting the underwriting discount and expenses) received by such Selling Holder from sales the sale of such Registrable Securities giving rise to the indemnification obligations of by such Selling Holder. The obligation of each Selling Holder shall be several and not joint.

Indemnification by Selling Holders. Each Selling Holder agrees, severally but not jointly, to indemnify and hold harmless the Company, its officers, directors directors, employees and agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, together with the partners, officers, directors, employees and agents of such controlling Person, to the same extent as the foregoing indemnity from the Company to such Selling Holder, but only with respect reference to Losses caused by any untrue statement or omission included or omitted in conformity with information relating related to such Selling Holder Holder, or its plan of distribution, furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly for use in any registration statement contemplated by this Agreement Registration Statement or Prospectus, or any related amendment or supplement thereto, or any preliminary prospectus, prospectus or prospectus supplement relating to the Registrable Securities (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto)Prospectus. In case any action or proceeding shall be brought against the Company or its officers, directors directors, employees or agents or any such controlling personPerson or its officers, directors, employees or agents, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its officers, directors directors, employees or agents agents, or such controlling person Person, or its officers, directors, employees or agents, shall have the rights and duties given to such Selling Holder, by Section 2.7the preceding paragraph. Each Selling Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities, their officers and directors and each Person who controls such Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Company provided in this Section 2.8. The liability of any Selling Holder pursuant to this Section 2.8 may not, in any event, exceed the net proceeds received by such Selling Holder from sales of Registrable Securities giving rise to the indemnification obligations of such Selling Holder4.2.

Indemnification by Selling Holders. Each In connection with any Registration Statement in which a Selling Holder is participating by registering Registrable Securities, such Selling Holder agrees, severally but and not jointlyjointly with any other Person, to indemnify and hold harmless harmless, to the fullest extent permitted by Law, the Company, its officers, the officers and directors and agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Selling Holder, but only with respect to Losses caused by any untrue statement or omission included or omitted in conformity with information relating to such Selling Holder furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly for use in any registration statement contemplated by this Agreement or any related preliminary prospectus, prospectus or prospectus supplement relating to the Registrable Securities (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto). In case any action or proceeding shall be brought against the Company or its officers, directors or agents or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.7. Each Selling Holder also agrees to indemnify and hold harmless Underwriters of the Registrable Securities, their officers and directors and each Person who controls such Underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially Act) the same basis as that Company, and each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the indemnification Securities Act or Section 20 of the Exchange Act) such underwriter (collectively, "Company provided Indemnitees"), from and against all Losses, as incurred, arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in this Section 2.8. The liability any such Registration Statement (or in any preliminary or final Prospectus contained therein, any document incorporated by reference therein or Issuer Free Writing Prospectus related thereto) or any other offering circular or any amendment of or supplement to any Selling Holder pursuant of the foregoing or any other document incident to this Section 2.8 may notsuch registration, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a final or preliminary Prospectus, in light of the circumstances under which they were made) not misleading, in each case solely to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement (or in any eventpreliminary or final Prospectus contained therein, exceed any document incorporated by reference therein or Issuer Free Writing Prospectus related thereto), offering circular, or any amendment of or supplement to any of the net proceeds received foregoing or other document in reliance upon and in conformity with written information furnished to the Company by such Selling Holder from sales expressly for inclusion in such document. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any of its directors, officers or controlling Persons. The Company may require as a condition to its including Registrable Securities giving rise in any Registration Statement filed hereunder that the holder thereof acknowledge its agreement to be bound by the indemnification obligations provisions of such Selling Holderthis Agreement (including Section 2.7) applicable to it.

Indemnification by Selling Holders. Each Selling Holder agrees, severally but not jointly, agrees to indemnify and hold harmless the Company, its officersofficers and directors, directors and agents and each Person, if any, who which controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such each Selling Holder, but only with respect to Losses caused by any untrue statement or omission included or omitted in conformity with claims arising from (i) information relating to such Selling Holder furnished in writing by or on behalf of such Selling Holder or on such Selling Holder’s behalf expressly for use in any registration statement contemplated by this Agreement or any related preliminary prospectus, prospectus or prospectus supplement relating to the Registrable Securities (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto). In case any action or proceeding shall be brought against the Company or its officersSecurities, directors or agents or any such controlling personamendment or supplement thereto, in respect of which indemnity may be sought against such Selling Holder, or any preliminary prospectus; (ii) any failure by such Selling Holder shall have to deliver a copy of a registration statement or prospectus or any amendment or supplement thereto as required by the rights and duties given Securities Act or the rules or regulations thereunder; or (iii) any failure by such Selling Holder to stop using the Company, and registration statement or prospectus or any amendment or supplement thereto after receipt of written notice from the Company or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.7stop. Each Selling Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities, their officers and directors and each Person person who controls such Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Company provided in this Section 2.8. The liability 4.2, but only with reference to information furnished in writing by or on behalf of any Selling Holder pursuant to this Section 2.8 may not, in any event, exceed the net proceeds received by such Selling Holder from sales of Registrable Securities giving rise expressly for use in any registration statement or prospectus relating to the indemnification obligations of Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus. Each such Selling Holder.'s liability under this Section 4.2 shall be

Indemnification by Selling Holders. Each Selling Holder agrees, shall severally (but not jointly, to ) indemnify and hold harmless Holdco, and the Companyother Selling Holder, its officersand each of their respective partners, directors directors, officers and agents employees (including each officer of Holdco who signed the Registration Statement) and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act Holdco, or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Selling Holder, but only with respect to Losses caused by any untrue statement or omission included or omitted in conformity with information relating to such other Selling Holder furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly for use in any registration statement contemplated by this Agreement or any related preliminary prospectus, prospectus or prospectus supplement relating to the Registrable Securities (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto). In case any action or proceeding shall be brought against the Company or its officers, directors or agents or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.7. Each Selling Holder also agrees to indemnify and hold harmless Underwriters of the Registrable Securities, their officers and directors and each Person who controls such Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially Act, against any and all losses, liabilities, claims, damages, judgments and expenses described in the same basis as indemnity contained in Section 2.09(a) (provided that any settlement of the indemnification type described therein is effected with the written consent of the Company provided such Selling Holder) as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in this Section 2.8. The liability of a Registration Statement (or any Selling Holder pursuant amendment or supplement thereto) in reliance upon and in conformity with written information furnished to this Section 2.8 may not, in any event, exceed the net proceeds received Holdco by such Selling Holder from sales expressly for use in such Registration Statement (or any amendment thereto) or such prospectus (or any amendment or supplement thereto); provided, however, that an indemnifying Selling Holder shall not be required to provide indemnification in any amount in excess of the amount by which (x) the total price at which the Registrable Securities giving rise sold by such indemnifying Selling Holder and its affiliated indemnifying Selling Holders and distributed to the indemnification obligations public were offered to the public exceeds (y) the amount of any damages which such indemnifying Selling Holder has otherwise been required to pay by reason of such Selling Holderuntrue or alleged untrue statement or omission or alleged omission. Holdco shall be entitled, to the extent customary, to receive indemnification and contribution from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any prospectus or Registration Statement.

Indemnification by Selling Holders. Each Selling Holder agrees, severally but not jointly, to indemnify and hold harmless the Company, its officers, directors directors, employees, advisors and agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, together with the partners, officers, directors, employees, advisors and agents of such Controlling Person, to the same extent as the foregoing indemnity from the Company to such Selling Holder, but only with respect reference to Losses caused by any untrue statement or omission included or omitted in conformity with information relating related to such Selling Holder Holder, or its plan of distribution, furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly for use in any registration statement contemplated by this Agreement Registration Statement or Prospectus, or any related amendment or supplement thereto, or any preliminary prospectusProspectus; provided, prospectus however, that such Selling Holder shall not be liable in any such case to the extent that prior to the filing of any such Registration Statement or prospectus Prospectus or amendment or supplement relating thereto, such Selling Holder has furnished in writing to the Company information expressly for use in such Registration Statement or Prospectus or any amendment or supplement thereto which corrected or made not misleading information previously furnished to the Company. In no event shall the liability of any Selling Holder be greater in amount than the dollar amount of the proceeds received by such Selling Holder upon the sale of the Registrable Securities (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto)giving rise to such indemnification obligation. In case any action or proceeding shall be brought against the Company or its officers, directors directors, employees, advisors or agents or any such controlling personControlling Person or its officers, directors, employees or agents, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its officers, directors directors, employees or agents agents, or such controlling person Controlling Person, or its officers, directors, employees, advisors or agents, shall have the rights and duties given to such Selling Holder, by Section 2.7. Each Selling Holder also agrees to indemnify and hold harmless Underwriters of the Registrable Securities, their officers and directors and each Person who controls such Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Company provided in this Section 2.8. The liability of any Selling Holder pursuant to this Section 2.8 may not, in any event, exceed the net proceeds received by such Selling Holder from sales of Registrable Securities giving rise to the indemnification obligations of such Selling Holderpreceding paragraph.

Indemnification by Selling Holders. Each Selling Holder agrees, severally but not jointly, agrees to indemnify and hold harmless the Company, its officers, directors and agents officers and each Personperson, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, to the same extent as the foregoing indemnity from the Company to such the Selling Holder, but only with respect to Losses caused by any untrue statement or omission included or omitted in conformity with information relating to such Selling Holder furnished in writing by such the Selling Holder or on such the Selling Holder’s 's behalf expressly for use in any registration statement contemplated by this Agreement or any related preliminary prospectus, prospectus or prospectus supplement relating to the Registrable Securities (as then amended Securities, or supplemented if the Company shall have furnished any amendments amendment or supplements supplement thereto), or any preliminary prospectus. In case any action or proceeding shall be brought against the Company or its directors or officers, directors or agents or any such controlling person, in respect of which indemnity may be sought against such a Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its officers, directors or agents officers or such controlling person shall have the rights and duties given to such a Selling Holder, by Section 2.7the preceding paragraph. Each The Selling Holder also agrees that it will enter into an indemnity agreement to indemnify and hold harmless Underwriters underwriters of the Registrable Securities, their officers and directors and each Person person who controls such Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act underwriters on substantially the same basis as that of the indemnification of the Company provided in this Section 2.8paragraph (c). The Notwithstanding the foregoing, the liability of any a Selling Holder pursuant to this Section 2.8 may not, in any event, paragraph (c) shall not exceed the net aggregate proceeds from the sale of the Registrable Securities actually received by such Selling Holder from sales of Registrable Securities giving rise to the indemnification obligations of such Selling Holder.

Indemnification by Selling Holders. Each The Selling Holder Stockholder agrees, to jointly and severally with regard to the Stockholder (as defined in the Merger Agreement) and severally but not jointly, to jointly between the Stockholder indemnify and hold harmless harmless, the Company, its officers, directors directors, employees, advisors and agents agents, and each PersonControlling Person of the Company, if any, who controls together with the partners, officers, directors, employees, advisors and agents of such Controlling Person, from and against any Damages and any action in respect thereof to which the Company within the meaning of either Section 15 of and any such Controlling Person may become subject under the Securities Act or Section 20 of Act, the Exchange Act Act, state blue sky laws, common laws or otherwise, insofar as such Damages (or proceedings in respect thereof) arise out of, or are based upon, (x) any untrue statement of a material fact contained in any Registration Statement or Prospectus or any preliminary or summary Prospectus, or (y) any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case only to the same extent as that such untrue statement of material fact is contained in, or such material fact relating to the foregoing indemnity from the Company Selling Holder is omitted from, information related to such Selling Holder, but only with respect to Losses caused by any untrue statement or omission included or omitted in conformity with information relating to such Selling Holder its plan of distribution, furnished in writing to the Company by such Selling Holder or on such Selling Holder’s behalf expressly for use in any registration statement contemplated by this Agreement Registration Statement or Prospectus, or any related amendment or supplement thereto, or any preliminary prospectusor summary Prospectus with the understanding that the liability pursuant to this Section 4.2, prospectus except where the Selling Holders are grossly negligent or prospectus supplement relating to engage in malfeasance or willful misconduct, shall not exceed the amount of the proceeds received by the Selling Holders from the Registrable Securities (as then amended or supplemented if the Company sold pursuant to such Registration Statement; provided, however, that such Selling Holder shall have furnished any amendments or supplements thereto). In case any action or proceeding shall not be brought against the Company or its officers, directors or agents or liable in any such controlling person, in respect case to the extent that prior to the filing of which indemnity may be sought against any such Selling HolderRegistration Statement or Prospectus or amendment or supplement thereto, such Selling Holder shall have has furnished in writing to the rights and duties given Company information for use in such Registration Statement or Prospectus or any amendment or supplement thereto which corrected or made not misleading information previously furnished to the Company, . The Selling Holder shall reimburse the Company and each such Controlling Person for any legal and other expenses reasonably incurred by the Company or its officers, directors any such Controlling Person in investigating or agents defending or preparing to defend against any such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.7. Each Selling Holder also agrees to indemnify and hold harmless Underwriters of the Registrable Securities, their officers and directors and each Person who controls such Underwriters within the meaning of Section 15 of the Securities Act Damages or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Company provided in this Section 2.8. The liability of any Selling Holder pursuant to this Section 2.8 may not, in any event, exceed the net proceeds received by such Selling Holder from sales of Registrable Securities giving rise to the indemnification obligations of such Selling Holderproceedings.

Indemnification by Selling Holders. Each Selling Holder agreesagrees to indemnify, severally but not jointly, to indemnify and hold harmless the Company, its officersofficers and trustees, directors and agents and each Person, if any, who that controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, from and against any and all losses, claims, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) caused by, arising out of, resulting from or related to the same extent as the foregoing indemnity from the Company to (i) any intentional act or intentional omission by such Selling HolderHolder in violation of applicable law, but only with respect to Losses caused by or (ii) any untrue statement or omission included alleged untrue statement of a material fact contained or omitted in conformity with information relating to such Selling Holder furnished in writing incorporated by such Selling Holder or on such Selling Holder’s behalf expressly for use reference in any registration statement contemplated by this Agreement or any related preliminary prospectus, prospectus or prospectus supplement relating to the Registrable Securities Shares (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto). In case any action or proceeding shall be brought against the Company or its officers, directors or agents ) or any such controlling personpreliminary prospectus, including all documents attached thereto or incorporated by reference therein, or (iii) caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but, in respect the case of which indemnity may be sought against such Selling Holderclause (ii) and (iii), only with reference to information furnished in writing by or on behalf of such Selling Holder shall have the rights and duties given to the CompanyCompany for use in any registration statement or prospectus relating to the Registrable Shares, and the Company or its officers, directors any amendment or agents supplement thereto or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.7any preliminary prospectus. Each Selling Holder also agrees to indemnify and hold harmless Underwriters any Underwriter of the Registrable Securities, their Shares and its officers and directors directors, and each Person who Person, if any, that controls such Underwriters Selling Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, on substantially the same basis as that of the indemnification of the Company provided in this Section 2.8. The liability 4.2, but only with reference to information furnished in writing by or on behalf of any such Selling Holder pursuant for use in any registration statement or prospectus relating to the Registrable Shares, or any amendment or supplement thereto or any preliminary prospectus. Each such Selling Holder’s liability under this Section 2.8 may not, in any event, exceed 4.2 shall be limited to an amount equal to the net proceeds (after deducting the applicable underwriting discount and expenses associated with such Selling Holder’s Registrable Shares sold thereunder) received by such Selling Holder from sales the sale of such Registrable Securities giving rise to the indemnification obligations of Shares by such Selling Holder. The obligation of each Selling Holder hereunder shall be several and not joint. IRSA shall reimburse Citi for the amount paid or payable to an Indemnified Person (as defined below) by Citi, as a Selling Holder, as a result of any and all losses, claims, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) referred to in this Section 4.2 unless such losses, claims, damages, liabilities, costs and expenses (including attorneys’ fees) have been caused by, arose out of, resulted from or related to Citi’s willful misconduct, gross negligence or bad faith.

Indemnification by Selling Holders. Each Selling Holder agreesagrees to indemnify, severally but not jointly, to indemnify and hold harmless the Company, its officersofficers and directors, directors and agents and each Person, if any, who that controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, from and against any and all losses, claims, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) caused by, arising out of, resulting from or related to the same extent as the foregoing indemnity from the Company to such Selling Holder, but only with respect to Losses caused by any untrue statement or omission included alleged untrue statement of a material fact contained or omitted in conformity with information relating to such Selling Holder furnished in writing incorporated by such Selling Holder or on such Selling Holder’s behalf expressly for use reference in any registration statement contemplated by this Agreement or any related preliminary prospectus, prospectus or prospectus supplement relating to the Registrable Securities (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto). In case any action or proceeding shall be brought against the Company or its officers, directors or agents ) or any such controlling personpreliminary prospectus, including all documents attached thereto or incorporated by reference therein, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only with respect to information furnished in respect writing by or on behalf of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given specifically for use in any registration statement or prospectus relating to the CompanyRegistrable Securities, and the Company or its officers, directors any amendment or agents supplement thereto or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.7any preliminary prospectus. Each Selling Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities, their officers and directors and each Person person who controls such Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Company provided in this Section 2.8. The liability 4.2, but only with reference to information furnished in writing by or on behalf of any such Selling Holder pursuant specifically for use in any registration statement or prospectus relating to the Registrable Securities, or any amendment or supplement thereto or any preliminary prospectus. Each such Selling Holder’s liability under this Section 2.8 may not, in any event, exceed 4.2 shall be limited to an amount equal to the net proceeds (after deducting the applicable underwriting discount and expenses associated with such Selling Holder’s Registrable Securities sold thereunder) received by such Selling Holder from sales the sale of such Registrable Securities giving rise by such Selling Holder in the applicable offering. Notwithstanding anything herein to the indemnification contrary, the obligations of such each Selling HolderHolder under this Article IV shall be several and not joint.

Indemnification by Selling Holders. Each Selling Holder agrees, severally but not jointly, to indemnify and hold harmless the Company, its officers, directors and agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Selling Holder, but only with respect to Losses caused by any untrue statement or omission included or omitted in conformity with information relating to such Selling Holder furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly for use in any registration statement contemplated by this Agreement or any related preliminary prospectus, prospectus or prospectus supplement relating to the Registrable Securities (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto). In case any action or proceeding shall be brought against the Company or its officers, directors or agents or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.7. Each Selling Holder also agrees to indemnify and hold harmless Underwriters of the Registrable Securities, their officers and directors and each Person who controls such Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Company provided in this Section 2.8. The liability of any Selling Holder pursuant to this Section 2.8 may notmay, in any no event, exceed the net proceeds received by such Selling Holder from sales of Registrable Securities giving rise to the indemnification obligations of such Selling Holder.

Indemnification by Selling Holders. Each Selling Holder agrees---------------------------------- shall, to the full extent permitted by law, severally but not jointly, to indemnify and hold harmless the Company, its officers, directors directors, employees and agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, together with the partners, officers, directors, employees and agents of such controlling Person, to the same extent as the foregoing indemnity from the Company to such Selling Holder, but only with respect to Losses caused by any untrue statement the extent the Company's or omission included or omitted in conformity with such Person's Damages are attributable to the information relating related to such Selling Holder Holder, or its plan of distribution, furnished in writing by such Selling Holder or on such Selling Holder’s 's behalf expressly for use in any registration statement contemplated by this Agreement or any related preliminary prospectus, prospectus or prospectus supplement relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus and the aggregate amount which may be recovered from any Selling Holder of Registrable Securities (as then amended or supplemented if pursuant to the Company indemnification provided for in this Section 4.2 in connection with any registration and sale of Registrable Securities shall have furnished any amendments or supplements thereto)be limited to the net proceeds received by such Selling Holder from the sale of such Registrable Securities. In case any action or proceeding shall be brought against the Company or its officers, directors directors, employees or agents or any such controlling personPerson or its officers, directors, employees or agents, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its officers, directors directors, employees or agents agents, or such controlling person Person, or its officers, directors, employees or agents, shall have the rights and duties given to such Selling Holder, by Section 2.7Holder under the preceding paragraph. Each Selling Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities, their officers and directors and each Person who controls such Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of such Selling Holder provides to the Company provided in this Section 2.8. The liability of 4.2; provided -------- that the aggregate recovery that the Company and any Underwriters can recover ---- from a Selling Holder pursuant to this Section 2.8 may not, in any event, 4.2 cannot exceed the net proceeds received by such Selling Holder from sales the sale of such Registrable Securities giving rise Securities. The Company shall be entitled to receive indemnities from Underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the indemnification same extent as provided above, with respect to information so furnished in writing by such Persons specifically for inclusion in any prospectus or registration statement; provided, however, that if the Company does not receive such indemnities, the Company will not be relieved of its duties and obligations of such Selling Holderhereunder.

Indemnification by Selling Holders. Each In connection with any Registration Statement in which a Selling Holder is participating by registering Registrable Securities, such Selling Holder agrees, severally but not jointly, to indemnify and hold harmless harmless, to the fullest extent permitted by Law, the Company, its officers, the officers and directors and agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Selling Holder, but only with respect to Losses caused by any untrue statement or omission included or omitted in conformity with information relating to such Selling Holder furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly for use in any registration statement contemplated by this Agreement or any related preliminary prospectus, prospectus or prospectus supplement relating to the Registrable Securities (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto). In case any action or proceeding shall be brought against the Company or its officers, directors or agents or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.7. Each Selling Holder also agrees to indemnify and hold harmless Underwriters of the Registrable Securities, their officers and directors and each Person who controls such Underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially Act) the same basis as that Company, and each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the indemnification Securities Act or Section 20 of the Exchange Act) such underwriter (collectively, “Company provided Indemnitees”), from and against any and all Losses, as incurred, arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in this Section 2.8. The liability any such Registration Statement (or in any preliminary or final Prospectus contained therein, any document incorporated by reference therein or Issuer Free Writing Prospectus related thereto) or any other offering circular or any amendment of or supplement to any Selling Holder pursuant of the foregoing or any other document incident to this Section 2.8 may notsuch registration, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a final or preliminary Prospectus, in light of the circumstances under which they were made) not misleading, in each case solely to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement (or in any eventpreliminary or final Prospectus contained therein, exceed any document incorporated by reference therein or Issuer Free Writing Prospectus related thereto), offering circular, or any amendment of or supplement to any of the net proceeds received foregoing or other document in reliance upon and in conformity with written information furnished to the Company by such Selling Holder from sales for inclusion in such document. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any of its directors, officers or controlling Persons. The Company may require as a condition to its including Registrable Securities giving rise in any Registration Statement filed hereunder that the holder thereof acknowledge its agreement to be bound by the indemnification obligations provisions of such Selling Holderthis Agreement (including Section 3.6) applicable to it.

Indemnification by Selling Holders. Each In connection with any Registration Statement in which a Selling Holder is participating by registering Registrable Securities, such Selling Holder agrees, severally but and not jointlyjointly with any other Person, to indemnify and hold harmless harmless, to the fullest extent permitted by Law, the Company, its officers, the officers and directors and agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Selling Holder, but only with respect to Losses caused by any untrue statement or omission included or omitted in conformity with information relating to such Selling Holder furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly for use in any registration statement contemplated by this Agreement or any related preliminary prospectus, prospectus or prospectus supplement relating to the Registrable Securities (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto). In case any action or proceeding shall be brought against the Company or its officers, directors or agents or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.7. Each Selling Holder also agrees to indemnify and hold harmless Underwriters of the Registrable Securities, their officers and directors and each Person who controls such Underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially Act) the same basis as that Company, and each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the indemnification Securities Act or Section 20 of the Company provided Exchange Act) such underwriter (collectively, "COMPANY INDEMNITEES"), from and against all Losses, as incurred, arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in this Section 2.8. The liability any such Registration Statement (or in any preliminary or final Prospectus contained therein, any document incorporated by reference therein or Issuer Free Writing Prospectus related thereto) or any other offering circular or any amendment of or supplement to any Selling Holder pursuant of the foregoing or any other document incident to this Section 2.8 may notsuch registration, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a final or preliminary Prospectus, in light of the circumstances under which they were made) not misleading, in each case solely to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement (or in any eventpreliminary or final Prospectus contained therein, exceed any document incorporated by reference therein or Issuer Free Writing Prospectus related thereto), offering circular, or any amendment of or supplement to any of the net proceeds received foregoing or other document in reliance upon and in conformity with written information furnished to the Company by such Selling Holder from sales expressly for inclusion in such document. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any of its directors, officers or controlling Persons. The Company may require as a condition to its including Registrable Securities giving rise in any Registration Statement filed hereunder that the holder thereof acknowledge its agreement to be bound by the indemnification obligations provisions of such Selling Holderthis Agreement (including Section 2.7) applicable to it.

Indemnification by Selling Holders. Each In connection with any Registration Statement in which a Selling Holder is participating by registering Registrable Securities, such Selling Holder agrees, severally but and not jointlyjointly with any other Person, to indemnify and hold harmless harmless, to the fullest extent permitted by Law, the Company, its officers, the officers and directors and agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Selling Holder, but only with respect to Losses caused by any untrue statement or omission included or omitted in conformity with information relating to such Selling Holder furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly for use in any registration statement contemplated by this Agreement or any related preliminary prospectus, prospectus or prospectus supplement relating to the Registrable Securities (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto). In case any action or proceeding shall be brought against the Company or its officers, directors or agents or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.7. Each Selling Holder also agrees to indemnify and hold harmless Underwriters of the Registrable Securities, their officers and directors and each Person who controls such Underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially Act) the same basis as that Company, and each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the indemnification Securities Act or Section 20 of the Exchange Act) such underwriter (collectively, “Company provided Indemnitees” and, together with Holder Indemnitees, collectively, the “Registration Indemnitees”), from and against all Losses, as incurred, arising out of or based on (i) any untrue statement (or alleged untrue statement) of a material fact contained in this Section 2.8. The liability any such Registration Statement (or in any preliminary or final Prospectus contained therein, any document incorporated by reference therein or Issuer Free Writing Prospectus related thereto) or any amendment of or supplement to any of the foregoing, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a final or preliminary Prospectus, in light of the circumstances under which they were made) not misleading, in each case solely to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement (or in any preliminary or final Prospectus contained therein, any document incorporated by reference therein or Issuer Free Writing Prospectus related thereto), or any amendment of or supplement to any of the foregoing or other document, in reliance upon and in conformity with written information relating to such Selling Holder pursuant furnished to this Section 2.8 may not, in any event, exceed the net proceeds received Company by such Selling Holder from sales expressly for inclusion in such document (for purposes of this Section 2.14(b), any information relating to any underwriter that is contained in a Registration Statement or Prospectus shall not be deemed to be information relating to a Registration Indemnitee), or (ii) a Delivery Failure (other than any Delivery Failure related to an Underwritten Offering); provided, that no Selling Holder will be liable to any Person who participates as an underwriter in any underwritten offering or sale of Registrable Securities giving rise or any other Person, if any, who controls such underwriter within the meaning of the Securities Act, under the indemnity agreement in this Section 2.14 with respect to any preliminary Prospectus or the final Prospectus (including any amended or supplemented preliminary or final Prospectus), as the case may be, to the indemnification obligations extent that any such loss, claim, damage or liability of such Selling Holderunderwriter or controlling Person results from the fact that such underwriter sold Registrable Securities to a Person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the final Prospectus as then amended or supplemented, whichever is most recent, if the Company has previously furnished copies thereof to such underwriter and such final Prospectus, as then amended or supplemented, has corrected any such misstatement or omission. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any of its directors, officers or controlling Persons. The Company may require as a condition to its including Registrable Securities in any Registration Statement filed hereunder that the holder thereof acknowledge its agreement to be bound by the provisions of this Agreement (including this Section 2.14) applicable to it.

Indemnification by Selling Holders. Each Selling Holder agreesagrees to indemnify, severally but not jointly, to indemnify and hold harmless the Company, its officersofficers and directors, directors and agents and each Person, if any, who that controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, from and against any and all losses, claims, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) caused by, arising out of, resulting from or related to the same extent as the foregoing indemnity from the Company to such Selling Holder, but only with respect to Losses caused by any untrue statement or omission included alleged untrue statement of a material fact contained or omitted in conformity with information relating to such Selling Holder furnished in writing incorporated by such Selling Holder or on such Selling Holder’s behalf expressly for use reference in any registration statement contemplated by this Agreement or any related preliminary prospectus, prospectus or prospectus supplement relating to the Registrable Securities Shares (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto). In case any action or proceeding shall be brought against the Company or its officers, directors or agents ) or any such controlling personpreliminary prospectus, including all documents attached thereto or incorporated by reference therein, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only with reference to information furnished in respect writing by or on behalf of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given for use in any registration statement or prospectus relating to the CompanyRegistrable Shares, and the Company or its officers, directors any amendment or agents supplement thereto or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.7any preliminary prospectus. Each Selling Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable SecuritiesShares, their officers and directors and each Person person who controls such Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Company provided in this Section 2.8. The liability 4.2, but only with reference to information furnished in writing by or on behalf of any such Selling Holder pursuant for use in any registration statement or prospectus relating to the Registrable Shares, or any amendment or supplement thereto or any preliminary prospectus. Each such Selling Holder’s liability under this Section 2.8 may not, in any event, exceed 4.2 shall be limited to an amount equal to the net proceeds (after deducting the applicable underwriting discount and expenses associated with such Selling Holder’s Registrable Shares sold thereunder) received by such Selling Holder from sales the sale of such Registrable Securities giving rise to the indemnification obligations of Shares by such Selling Holder. The obligation of each Selling Holder hereunder shall be several and not joint.

Indemnification by Selling Holders. Each In connection with any Registration Statement in which a Selling Holder is participating by registering Registrable Securities, such Selling Holder shall furnish to the Company in writing such information as the Company reasonably requests specifically for use in connection with any Registration Statement or Prospectus and agrees, severally but and not jointlyjointly with any other Person, to indemnify and hold harmless harmless, to the fullest extent permitted by Law, the Company, its officers, the officers and directors and agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Selling Holder, but only with respect to Losses caused by any untrue statement or omission included or omitted in conformity with information relating to such Selling Holder furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly for use in any registration statement contemplated by this Agreement or any related preliminary prospectus, prospectus or prospectus supplement relating to the Registrable Securities (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto). In case any action or proceeding shall be brought against the Company or its officers, directors or agents or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.7. Each Selling Holder also agrees to indemnify and hold harmless Underwriters of the Registrable Securities, their officers and directors and each Person who controls such Underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially Act) the same basis as that Company, and each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the indemnification Securities Act or Section 20 of the Exchange Act) such underwriter (collectively, “Company provided Indemnitees”), from and against all Losses, as incurred, arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in this Section 2.8any such Registration Statement (or in any preliminary or final Prospectus contained therein, any document incorporated by reference therein or Issuer Free Writing Prospectus related thereto) or any amendment of or supplement to any of the foregoing or any other document incident to such registration, or any omission (or alleged omission) to Exh. The liability 1.01(j)-16 state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Selling Holder pursuant to this Section 2.8 may nota final or preliminary Prospectus, in light of the circumstances under which they were made) not misleading, in each case solely to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement (or in any eventpreliminary or final Prospectus contained therein, exceed any document incorporated by reference therein or Issuer Free Writing Prospectus related thereto), offering circular, or any amendment of or supplement to any of the net proceeds received foregoing or other document in reliance upon and in conformity with written information furnished to the Company by such Selling Holder from sales expressly for inclusion in such document. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any of its directors, officers or controlling Persons. The Company may require as a condition to its including Registrable Securities giving rise in any Registration Statement filed hereunder that the holder thereof acknowledge its agreement to be bound by the indemnification obligations provisions of such Selling Holderthis Agreement (including Section 2.6) applicable to it.

Indemnification by Selling Holders. Each Selling selling Holder agrees, severally but not jointly, to indemnify and hold harmless the Company, its officers, directors directors, employees and agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, together with the partners, officers, directors, employees and agents of such controlling Person, to the same extent as the foregoing indemnity from the Company to such Selling selling Holder, but only with respect reference to Losses caused by any untrue statement or omission included or omitted in conformity with information relating related to such Selling Holder selling Holder, or its plan of distribution, furnished in writing by such Selling selling Holder or on such Selling Holder’s behalf expressly for use in any registration statement contemplated by this Agreement Registration Statement or Prospectus, or any related amendment or supplement thereto, or any preliminary prospectus, prospectus or prospectus supplement relating to the Registrable Securities (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto)Prospectus. In case any action or proceeding shall be brought against the Company or its officers, directors directors, employees or agents or any such controlling personPerson or its officers, directors, employees or agents, in respect of which indemnity may be sought against such Selling selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its officers, directors directors, employees or agents agents, or such controlling person Person, or its officers, directors, employees or agents, shall have the rights and duties given to such Selling selling Holder, by Section 2.7the preceding paragraph. Each Selling selling Holder also agrees to indemnify and hold harmless Underwriters any underwriters of the Registrable Securities, their officers and directors and each Person who controls such Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act underwriters on substantially the same basis as that of the indemnification of the Company provided in this Section 2.86.2. The liability Notwithstanding anything. contained herein to the contrary, no selling Holder shall be required to indemnify such underwriters or the Company or its officers, directors, employees or agents or any such controlling Person or its officers, directors, employees or agents, for any amount in excess of any Selling Holder pursuant to this Section 2.8 may not, in any event, exceed the net proceeds received by such Selling Holder from sales of for the Registrable Securities giving rise to sold for the indemnification obligations account of such Selling selling Holder.

Indemnification by Selling Holders. Each Selling Holder agrees, shall severally (but not jointly, to ) indemnify and hold harmless the Company, its officersand the other Selling Holders, directors and agents each of their respective partners, directors, officers and employees (including each officer of the Company who signed the registration statement) and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act Company, or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Selling Holder, but only with respect to Losses caused by any untrue statement or omission included or omitted in conformity with information relating to such other Selling Holder furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly for use in any registration statement contemplated by this Agreement or any related preliminary prospectus, prospectus or prospectus supplement relating to the Registrable Securities (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto). In case any action or proceeding shall be brought against the Company or its officers, directors or agents or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.7. Each Selling Holder also agrees to indemnify and hold harmless Underwriters of the Registrable Securities, their officers and directors and each Person who controls such Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially Act, against any and all Losses described in the same basis as indemnity contained in Section 2.09(a) (provided that any settlement of the indemnification type described therein is effected with the written consent of such Selling Holder) as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in a registration statement (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company provided in this Section 2.8. The liability of any Selling Holder pursuant to this Section 2.8 may not, in any event, exceed the net proceeds received by such Selling Holder from sales expressly for use in such registration statement (or any amendment thereto) or such prospectus (or any amendment or supplement thereto); provided, however, that an indemnifying Selling Holder shall not be required to provide indemnification in any amount in excess of the amount by which (x) the total price at which the Registrable Securities giving rise sold by such indemnifying Selling Holder and its Affiliated indemnifying Selling Holders and distributed to the indemnification obligations public were offered to the public exceeds (y) the amount of any damages which such indemnifying Selling Holder has otherwise been required to pay by reason of such Selling Holderuntrue or alleged untrue statement or omission or alleged omission. The Company shall be entitled, to the extent customary, to receive indemnification and contribution from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any prospectus or registration statement.

Indemnification by Selling Holders. Each Selling Holder agrees, shall severally but not jointly, to indemnify and hold harmless the CompanyCompany and the other Selling Holders, its officersand each of their respective partners, directors directors, officers and agents employees (including each officer of the Company who signed the Registration Statement) and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Selling Holder, but only with respect to Losses caused by any untrue statement or omission included or omitted in conformity with information relating to such other Selling Holder furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly for use in any registration statement contemplated by this Agreement or any related preliminary prospectus, prospectus or prospectus supplement relating to the Registrable Securities (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto). In case any action or proceeding shall be brought against the Company or its officers, directors or agents or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.7. Each Selling Holder also agrees to indemnify and hold harmless Underwriters of the Registrable Securities, their officers and directors and each Person who controls such Underwriters within the meaning of Section 15 of the Securities Act or Act, against any and all losses, liabilities, claims, damages, judgments and expenses described in the indemnity contained in Section 20 2.08(a) (provided that any settlement of the Exchange Act on substantially type described therein is effected with the same basis written consent of such Selling Holder) as that incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in a Registration Statement (or any amendment or supplement thereto) or any other Time of the indemnification of Sale Information in reliance upon and in conformity with written information furnished to the Company provided in this Section 2.8. The liability of any Selling Holder pursuant to this Section 2.8 may not, in any event, exceed the net proceeds received by such Selling Holder from sales expressly for use in such Registration Statement (or any amendment thereto), such prospectus (or any amendment or supplement thereto) or any other Time of Sale Information; provided, however, that an indemnifying Selling Holder shall not be required to provide indemnification in any amount in excess of the amount by which (x) the total price at which the Registrable Securities giving rise sold by such indemnifying Selling Holder and its affiliated indemnifying Selling Holders and distributed to the indemnification obligations public were offered to the public exceeds (y) the amount of any damages which such indemnifying Selling Holder has otherwise been required to pay by reason of such Selling Holderuntrue or alleged untrue statement or omission or alleged omission. The Company shall be entitled, to the extent customary, to receive indemnification and contribution from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any prospectus, other Time of Sale Information or Registration Statement.

Indemnification by Selling Holders. Each Selling Holder agreesTo the extent permitted by law, each selling Holder, severally but and not jointly, to will indemnify and hold harmless the Company, each of its officersdirectors, directors and agents and each Personof its officers who have signed the registration statement, each of its attorneys, each person, if any, who controls the Company within the meaning of either Section 15 the Securities Act, any underwriter and any other Holder selling securities under such registration statement or any of such other Holder’s partners, members, directors or officers or any person who controls such Holder within the meaning of the Securities Act or Section 20 the Exchange Act, against any losses, claims, damages or liabilities (joint or several) to which the Company or any such director, officer, attorney, controlling person, underwriter or other such Holder, partner, member or director, officer or controlling person of such other Holder may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the same extent as (and only to the foregoing indemnity from the Company to extent) that such Selling Holder, but only with respect to Losses caused by any untrue statement or omission included or omitted Violation occurs in reliance upon and in conformity with written information relating to such Selling Holder furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly for use in connection with such registration; and each such Holder will reimburse any registration statement contemplated legal or other expenses reasonably incurred by this Agreement or any related preliminary prospectus, prospectus or prospectus supplement relating to the Registrable Securities (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto). In case any action or proceeding shall be brought against the Company or its officers, directors or agents or any such director, officer, attorney, controlling person, underwriter or other Holder, partner, member, officer, director or controlling person of such other Holder in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this subsection 1.8(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; and provided further, that the total amounts payable in indemnity by a Holder under this Section 1.8(b) in respect of which indemnity may be sought against such Selling Holder, such Selling Holder any Violation shall have the rights and duties given to the Company, and the Company or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.7. Each Selling Holder also agrees to indemnify and hold harmless Underwriters of the Registrable Securities, their officers and directors and each Person who controls such Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Company provided in this Section 2.8. The liability of any Selling Holder pursuant to this Section 2.8 may not, in any event, not exceed the net proceeds received by such Selling Holder from sales in the registered offering out of Registrable Securities giving rise to the indemnification obligations of which such Selling HolderViolation arises.