Common use of Indemnification by Selling Holders Clause in Contracts

Indemnification by Selling Holders. Each Selling Holder agrees to indemnify, and hold harmless the Company, its officers and directors, and each Person, if any, that controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange 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 any untrue statement or alleged untrue statement of a material fact contained or incorporated by reference in any registration statement or prospectus relating to the Registrable Shares (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any preliminary 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 writing by or on behalf of such Selling Holder 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 Selling Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Shares, their officers and directors and each person who controls such Underwriters on substantially the same basis as that of the indemnification of the Company provided in this Section 4.2, but only with reference to information furnished in writing by or on behalf of such Selling Holder 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 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 the sale of such Registrable 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 agrees is participating by registering Registrable Securities, such Selling Holder agrees, severally and not jointly with any other Person, to indemnify, indemnify and hold harmless harmless, to the fullest extent permitted by Law, the Company, its the officers and directorsdirectors of the Company, and each Person, if any, that Person who controls the Company (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, and each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter, from and against any and all lossesLosses, claims, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) caused byas incurred, arising out of, resulting from of or related to based on any untrue statement (or alleged untrue statement 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 in any registration statement therein or prospectus relating to the Registrable Shares (as amended or supplemented if the Company shall have furnished any amendments or supplements Issuer Free Writing Prospectus related thereto) or any preliminary prospectus, including all documents attached thereto other offering circular or incorporated by reference thereinany amendment of or supplement to any of the foregoing or any other document incident to such registration, or caused by any omission (or alleged omission 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, but only 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 reference to written information furnished to the Company by such Selling Holder expressly for inclusion in writing such document. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder specifically for use 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 or prospectus relating Registration Statement filed hereunder that the holder thereof acknowledge its agreement to be bound by the Registrable Shares, or any amendment or supplement thereto or any preliminary prospectus. Each Selling Holder also agrees provisions of this Agreement (including Section 2.5) applicable to indemnify and hold harmless any Underwriters of the Registrable Shares, their officers and directors and each person who controls such Underwriters on substantially the same basis as that of the indemnification of the Company provided in this Section 4.2, but only with reference to information furnished in writing by or on behalf of such Selling Holder 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 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 the sale of such Registrable Shares by such Selling Holder. The obligation of each Selling Holder hereunder shall be several and not jointit.

Indemnification by Selling Holders. Each Selling Holder agrees to indemnifyshall, severally and not jointly, indemnify and hold harmless the Company, its officers and directors, officers, agents and employees, each Person, if any, that Person who controls the Company (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against any and all lossesLosses, claimsas incurred, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) caused by, to the extent arising out of, resulting from of or related based solely upon: (x) such Holder's failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue statement or alleged untrue statement of a material fact contained or incorporated by reference in any registration statement Registration Statement, any Prospectus, or prospectus relating to the Registrable Shares (as amended any form of prospectus, or supplemented if the Company shall have furnished in any amendments amendment or supplements thereto) supplement thereto or in any preliminary prospectus, including all documents attached thereto or incorporated by reference therein, arising out of or caused by relating to any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading (i) to the extent, but only with reference to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company specifically for inclusion in such Registration Statement or on behalf such Prospectus or (ii) to the extent that such information relates to such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Selling Holder specifically expressly for use in any registration statement a Registration Statement (it being understood that the Holder has approved Exhibit A hereto for this purpose), such Prospectus or prospectus relating to the Registrable Shares, such form of Prospectus or in any amendment or supplement thereto or (ii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(d). In no event shall the liability of any preliminary prospectus. Each Selling selling Holder also agrees to indemnify and hold harmless any Underwriters hereunder be greater in amount than the dollar amount of the net proceeds received by such Holder upon the sale of the Registrable Shares, their officers and directors and each person who controls Securities giving rise to such Underwriters on substantially the same basis as that of the indemnification of the Company provided in this Section 4.2, but only with reference to information furnished in writing by or on behalf of such Selling Holder 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 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 the sale of such Registrable Shares by such Selling Holder. The obligation of each Selling Holder hereunder shall be several and not jointobligation.

Indemnification by Selling Holders. Each In connection with any Registration Statement in which a Selling Holder agrees is participating by registering Registrable Securities, such Selling Holder agrees, severally and not jointly with any other Person, to indemnify, indemnify and hold harmless harmless, to the fullest extent permitted by Law, the Company, its the officers and directorsdirectors of the Company, and each Person, if any, that Person who controls the Company (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, and each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter, from and against any and all lossesLosses, claims, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) caused byas incurred, arising out of, resulting from of or related to based on any untrue statement (or alleged untrue statement 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 in any registration statement therein or prospectus relating to the Registrable Shares (as amended or supplemented if the Company shall have furnished any amendments or supplements Issuer Free Writing Prospectus related thereto) or any preliminary prospectus, including all documents attached thereto other offering circular or incorporated by reference thereinany amendment of or supplement to any of the foregoing or any other document incident to such registration, or caused by any omission (or alleged omission 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, but only 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 reference to written information furnished to the Company by such Selling Holder expressly for inclusion in writing 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 in any Registration Statement filed hereunder that the holder thereof acknowledge its agreement to be bound by the 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 under this Agreement to a wholly owned Subsidiary pursuant to Section 3.6, then Leucadia and such Selling Holder specifically for use in any registration statement or prospectus relating to shall provide the Registrable Shares, or any amendment or supplement thereto or any preliminary prospectus. Each Selling Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Shares, their officers and directors and each person who controls such Underwriters on substantially the same basis as that of the indemnification of the Company provided indemnity referenced in this Section 4.2, but only with reference to information furnished in writing by or 2.5(b) on behalf of such Selling Holder 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 4.2 shall be limited to an amount equal to the net proceeds (after deducting the applicable underwriting discount a joint and expenses associated with such Selling Holder’s Registrable Shares sold thereunder) received by such Selling Holder from the sale of such Registrable Shares by such Selling Holder. The obligation of each Selling Holder hereunder shall be several and not jointbasis.

Indemnification by Selling Holders. Each In connection with any Registration Statement in which a Selling Holder agrees is participating by registering Registrable Securities, such Selling Holder agrees, severally and not jointly with any other Person, to indemnify, indemnify and hold harmless harmless, to the fullest extent permitted by Law, the Company, its the officers and directorsdirectors of the Company, and each Person, if any, that Person who controls the Company (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, and each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter (collectively, “Company Indemnitees”), from and against any and all lossesLosses, claims, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) caused byas incurred, arising out of, resulting from of or related to based on (i) any untrue statement (or alleged untrue statement 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 in any registration statement therein or prospectus relating to the Registrable Shares (as amended or supplemented if the Company shall have furnished any amendments or supplements Issuer Free Writing Prospectus related thereto) or any preliminary prospectus, including all documents attached thereto amendment of or incorporated by reference thereinsupplement to any of the foregoing, or caused by any omission (or alleged omission 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, but only 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 reference written information relating to such Selling Holder furnished to the Company by such Selling Holder expressly for inclusion in such document (all of which information is set forth on Schedule I hereto; 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 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 extent that any such loss, claim, damage or liability of such underwriter 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 writing full force and effect regardless of any investigation made by or on behalf of such Selling Holder specifically for use 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 or prospectus relating Registration Statement filed hereunder that the holder thereof acknowledge its agreement to be bound by the Registrable Shares, or any amendment or supplement thereto or any preliminary prospectus. Each Selling Holder also agrees to indemnify and hold harmless any Underwriters provisions of the Registrable Shares, their officers and directors and each person who controls such Underwriters on substantially the same basis as that of the indemnification of the Company provided in this Agreement (including this Section 4.2, but only with reference 2.14) applicable to information furnished in writing by or on behalf of such Selling Holder 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 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 the sale of such Registrable Shares by such Selling Holder. The obligation of each Selling Holder hereunder shall be several and not jointit.

Indemnification by Selling Holders. Each In connection with any Registration Statement in which a Selling Holder agrees is participating by registering Registrable Securities, such Selling Holder shall furnish to indemnifythe Company in writing such information as the Company reasonably requests specifically for use in connection with any Registration Statement or Prospectus and agrees, severally and not jointly with any other Person, to indemnify and hold harmless harmless, to the fullest extent permitted by Law, the Company, its the officers and directorsdirectors of the Company, and each Person, if any, that Person who controls the Company (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, and each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act or Xxxxxxx 00 xx xxx Xxxxxxxx Xxx) such underwriter (collectively, “Company Indemnitees”), from and against any and all lossesLosses, claims, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) caused byas incurred, arising out of, resulting from of or related to based on any untrue statement (or alleged untrue statement 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 in any registration statement therein or prospectus relating to the Registrable Shares (as amended or supplemented if the Company shall have furnished any amendments or supplements Issuer Free Writing Prospectus related thereto) or any preliminary prospectus, including all documents attached thereto amendment of or incorporated by reference thereinsupplement to any of the foregoing or any other document incident to such registration, or caused by any omission (or alleged omission 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, but only 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 reference to written information furnished to the Company by such Selling Holder expressly for inclusion in writing such document. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder specifically for use 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 or prospectus relating Registration Statement filed hereunder that the holder thereof acknowledge its agreement to be bound by the Registrable Shares, or any amendment or supplement thereto or any preliminary prospectus. Each Selling Holder also agrees provisions of this Agreement (including Section 2.6) applicable to indemnify and hold harmless any Underwriters of the Registrable Shares, their officers and directors and each person who controls such Underwriters on substantially the same basis as that of the indemnification of the Company provided in this Section 4.2, but only with reference to information furnished in writing by or on behalf of such Selling Holder 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 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 the sale of such Registrable Shares by such Selling Holder. The obligation of each Selling Holder hereunder shall be several and not jointit.

Indemnification by Selling Holders. Each In the case of each offering made pursuant to this Agreement, each Selling Holder Holder, by exercising its registration rights hereunder, agrees to indemnify, indemnify and hold harmless harmless, to the extent permitted by law, the Company, its officers and directors, each other Selling Holder and each Person, if any, that who controls the Company or is alleged to control (within the meaning of either Section 15 set forth in the Securities Act) any of the Securities Act or Section 20 foregoing, any Affiliate of any of the Exchange Actforegoing, from and the officers, directors, partners, employees and agents of each of the foregoing, against any and all losses, claimsliabilities, damagescosts (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 otherwise, including any amount paid in settlement of any litigation commenced or threatened, insofar as such losses, liabilities, costs costs, claims and expenses damages (including reasonable attorneys’ feesor actions or proceedings in respect thereof, whether or not such indemnified Person is a party thereto) caused by, arising arise out of, resulting from of or related to are based upon any untrue statement or alleged untrue statement made by such Selling Holder of a material fact contained in the registration statement (or incorporated by reference in any registration statement preliminary, final or summary prospectus included therein) relating to the offering and sale of such Registrable Shares (as amended or supplemented if Securities prepared by the Company shall have furnished any amendments or supplements thereto) at its direction, or any preliminary prospectus, including all documents attached thereto amendment thereof or incorporated by reference thereinsupplement thereto, or caused by any omission or alleged omission to state therein by such Selling Holder of a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading, but in each case only with reference to the extent that such untrue statement of a material fact is contained in, 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 specifically expressly for use inclusion in such registration statement (or in any preliminary, final or summary prospectus included therein), or any amendment thereof or supplement thereto; provided, however, that such Selling Holder shall not be liable in any case to the extent that prior to the filing of any such registration statement or prospectus relating to the Registrable Shares, or any amendment thereof or supplement thereto or any preliminary prospectus. Each thereto, such Selling Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Shares, their officers and directors and each person who controls such Underwriters on substantially the same basis as that of the indemnification of the Company provided in this Section 4.2, but only with reference to information has furnished in writing by or on behalf of such Selling Holder specifically to the Company information expressly for use in any such registration statement or prospectus relating to the Registrable Shares, or any amendment thereof or supplement thereto which corrected or any preliminary prospectus. Each such Selling Holder’s liability under this Section 4.2 shall be limited to an amount equal made not misleading information previously furnished 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 the sale of such Registrable Shares by such Selling HolderCompany. The obligation liability of each any Selling Holder hereunder shall be several and not jointjoint and in no event shall the liability of any Selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Selling Holder under the sale of the Registrable Securities giving rise to such indemnification obligation.

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 to indemnify, indemnify and hold harmless harmless, to the fullest extent permitted by Law, severally and not jointly, the Company, its the officers and directorsdirectors of the Company, and each Person, if any, that Person who controls the Company (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, and each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter (collectively, “Company Indemnitees”), from and against any and all lossesLosses, claims, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) caused byas incurred, arising out of, resulting from of or related to based on any untrue statement (or alleged untrue statement 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 in any registration statement therein or prospectus relating to the Registrable Shares (as amended or supplemented if the Company shall have furnished any amendments or supplements Issuer Free Writing Prospectus related thereto) or any preliminary prospectus, including all documents attached thereto other offering circular or incorporated by reference thereinany amendment of or supplement to any of the foregoing or any other document incident to such registration, or caused by any omission (or alleged omission 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, but only with reference in each case solely to information furnished the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in writing by such Registration Statement (or on behalf of such Selling Holder specifically for use in any registration statement preliminary or prospectus relating to the Registrable Sharesfinal Prospectus contained therein, any document incorporated by reference therein or Issuer Free Writing Prospectus related thereto), offering circular, or any amendment of or supplement thereto or to any preliminary prospectus. Each Selling Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Shares, their officers foregoing or other document in reliance upon and directors and each person who controls such Underwriters on substantially the same basis as that of the indemnification of in conformity with written information furnished to the Company provided in this Section 4.2, but only with reference to information furnished in writing by or on behalf of such Selling Holder specifically expressly for use inclusion in any registration statement or prospectus relating to such document; and provided, however, that the Registrable Shares, or any amendment or supplement thereto or any preliminary prospectus. Each such liability of each Selling Holder’s liability under this Section 4.2 Holder hereunder 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 the sale of such Registrable Shares Securities covered by such Selling Holder. The obligation of each Selling Holder hereunder shall be several and not jointRegistration Statement.

Indemnification by Selling Holders. Each In the case of each offering made pursuant to this Agreement, each Selling Holder Holder, by exercising its registration rights hereunder, agrees to indemnify, indemnify and hold harmless harmless, to the extent permitted by law, the Company, its officers and directors, each other Selling Holder and each Person, if any, that who controls the Company or is alleged to control (within the meaning of either Section 15 set forth in the Securities Act) any of the Securities Act or Section 20 foregoing, any Affiliate of any of the Exchange Actforegoing, from and the officers, directors, partners, employees and agents of each of the foregoing, against any and all losses, claimsliabilities, damagescosts (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 otherwise, including any amount paid in settlement of any litigation commenced or threatened, insofar as such losses, liabilities, costs costs, claims and expenses damages (including reasonable attorneys’ feesor actions or proceedings in respect thereof, whether or not such indemnified Person is a party thereto) caused by, arising arise out of, resulting from of or related to are based upon any untrue statement or alleged untrue statement made by such Selling Holder of a material fact contained in the registration statement (or incorporated by reference in any registration statement preliminary, final or summary prospectus included therein) relating to the offering and sale of such Registrable Shares (as amended or supplemented if Securities prepared by the Company shall have furnished any amendments or supplements thereto) at its direction, or any preliminary prospectus, including all documents attached thereto amendment thereof or incorporated by reference thereinsupplement thereto, or caused by any omission or alleged omission to state therein by such Selling Holder of a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading, but in each case only with reference to the extent that such untrue statement of a material fact is contained in, 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 specifically expressly for use inclusion in such registration statement (or in any registration statement preliminary, final or summary prospectus relating to the Registrable Sharesincluded therein), or any amendment thereof or supplement thereto or any preliminary prospectus. Each Selling Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Shares, their officers and directors and each person who controls such Underwriters on substantially the same basis as that of the indemnification of the Company provided in this Section 4.2, but only with reference to information furnished in writing by or on behalf of such Selling Holder 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 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 the sale of such Registrable Shares by such Selling Holderthereto. The obligation liability of each any Selling Holder hereunder shall be several and not jointjoint and in no event shall the liability of any Selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Selling Holder under the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Selling Holders. Each In connection with any Registration Statement in which a Selling Holder agrees is participating by registering Registrable Securities, such Selling Holder agrees, severally and not jointly with any other Person, to indemnify, indemnify and hold harmless harmless, to the fullest extent permitted by Law, the Company, its the officers and directorsdirectors of the Company, and each Person, if any, that Person who controls the Company (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, and each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter (collectively, “Company Indemnitees” and, together with Holder Indemnitees, collectively, the “Registration Indemnitees”), from and against any and all lossesLosses, claims, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) caused byas incurred, arising out of, resulting from of or related to based on (i) any untrue statement (or alleged untrue statement 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 in any registration statement therein or prospectus relating to the Registrable Shares (as amended or supplemented if the Company shall have furnished any amendments or supplements Issuer Free Writing Prospectus related thereto) or any preliminary prospectus, including all documents attached thereto amendment of or incorporated by reference thereinsupplement to any of the foregoing, or caused by any omission (or alleged omission 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, but only 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 reference written information relating to such Selling Holder furnished to the Company by such Selling Holder 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 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 extent that any such loss, claim, damage or liability of such underwriter 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 writing full force and effect regardless of any investigation made by or on behalf of such Selling Holder specifically for use 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 or prospectus relating Registration Statement filed hereunder that the holder thereof acknowledge its agreement to be bound by the Registrable Shares, or any amendment or supplement thereto or any preliminary prospectus. Each Selling Holder also agrees to indemnify and hold harmless any Underwriters provisions of the Registrable Shares, their officers and directors and each person who controls such Underwriters on substantially the same basis as that of the indemnification of the Company provided in this Agreement (including this Section 4.2, but only with reference 2.14) applicable to information furnished in writing by or on behalf of such Selling Holder 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 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 the sale of such Registrable Shares by such Selling Holder. The obligation of each Selling Holder hereunder shall be several and not jointit.

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 to indemnify, indemnify and hold harmless harmless, to the fullest extent permitted by Law, severally and not jointly, the Company, its the officers and directorsdirectors of the Company, and each PersonPerson who controls the Company, and each underwriter, if any, that and each Person who controls the such underwriter (collectively, “Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange ActIndemnitees”), from and against any and all lossesLosses, claims, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) caused byas incurred, arising out of, resulting from of or related to based on any untrue statement (or alleged untrue statement 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 in any registration statement therein or free writing prospectus relating to the Registrable Shares (as amended or supplemented if the Company shall have furnished any amendments or supplements related thereto) or any preliminary prospectus, including all documents attached thereto other offering circular or incorporated by reference thereinany amendment of or supplement to any of the foregoing or any other document incident to such registration, or caused by any omission (or alleged omission 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, but only with reference in each case solely to information furnished the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in writing by such Registration Statement (or on behalf of such Selling Holder specifically for use in any registration statement preliminary or final Prospectus contained therein, any document incorporated by reference therein or free writing prospectus relating to the Registrable Sharesrelated thereto), offering circular, or any amendment of or supplement thereto or to any preliminary prospectus. Each Selling Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Shares, their officers foregoing or other document in reliance upon and directors and each person who controls such Underwriters on substantially the same basis as that of the indemnification of in conformity with written information furnished to the Company provided in this Section 4.2, but only with reference to information furnished in writing by or on behalf of such Selling Holder specifically expressly for use inclusion in any registration statement or prospectus relating to such document; and provided, however, that the Registrable Shares, or any amendment or supplement thereto or any preliminary prospectus. Each such liability of each Selling Holder’s liability under this Section 4.2 Holder hereunder 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 the sale of such Registrable Shares Securities covered by such Selling Holder. The obligation of each Selling Holder hereunder shall be several and not jointRegistration Statement.

Indemnification by Selling Holders. Each In connection with any Registration Statement in which a Selling Holder agrees is participating by registering Registrable Securities, such Selling Holder agrees, severally and not jointly with any other Person, to indemnify, indemnify and hold harmless harmless, to the fullest extent permitted by Law, the Company, its the officers and directorsdirectors of the Company, and each Person, if any, that Person who controls the Company (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, and each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter (collectively, "COMPANY INDEMNITEES"), from and against any and all lossesLosses, claims, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) caused byas incurred, arising out of, resulting from of or related to based on any untrue statement (or alleged untrue statement 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 in any registration statement therein or prospectus relating to the Registrable Shares (as amended or supplemented if the Company shall have furnished any amendments or supplements Issuer Free Writing Prospectus related thereto) or any preliminary prospectus, including all documents attached thereto other offering circular or incorporated by reference thereinany amendment of or supplement to any of the foregoing or any other document incident to such registration, or caused by any omission (or alleged omission 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, but only 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 reference to written information furnished to the Company by such Selling Holder expressly for inclusion in writing such document. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder specifically for use 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 or prospectus relating Registration Statement filed hereunder that the holder thereof acknowledge its agreement to be bound by the Registrable Shares, or any amendment or supplement thereto or any preliminary prospectus. Each Selling Holder also agrees provisions of this Agreement (including Section 2.7) applicable to indemnify and hold harmless any Underwriters of the Registrable Shares, their officers and directors and each person who controls such Underwriters on substantially the same basis as that of the indemnification of the Company provided in this Section 4.2, but only with reference to information furnished in writing by or on behalf of such Selling Holder 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 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 the sale of such Registrable Shares by such Selling Holder. The obligation of each Selling Holder hereunder shall be several and not jointit.

Indemnification by Selling Holders. Each Selling Holder Stockholder agrees to indemnifyseverally, but not jointly with the other Selling Stockholder(s), indemnify and hold harmless harmless, the Company, its officers officers, directors, employees, advisors and directorsagents, and each PersonControlling Person of the Company, if any, that controls together with the Company within the meaning partners, officers, directors, employees, advisors and agents of either Section 15 of the Securities Act or Section 20 of the Exchange Actsuch Controlling Person, from and against any Damages and all lossesany action in respect thereof to which the Company and any such Controlling Person may become subject under the Securities Act, claimsthe Exchange Act, damagesstate blue sky laws, liabilitiescommon laws or otherwise, costs and expenses insofar as such Damages (including reasonable attorneys’ feesor proceedings in respect thereof) caused by, arising arise out of, resulting from or related to are based upon, (x) any untrue statement or alleged untrue statement of a material fact contained or incorporated by reference in any registration statement Registration Statement or prospectus relating to the Registrable Shares (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) Prospectus or any preliminary prospectus, including all documents attached thereto or incorporated by reference thereinsummary Prospectus, or caused by (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 with reference to the extent that such untrue statement of material fact is contained in, or such material fact relating to the Selling Holder is omitted from, information related to such Selling Holder, or its plan of distribution, furnished in writing to the Company by or on behalf of such Selling Holder specifically for use in any registration statement Registration Statement or prospectus relating to the Registrable SharesProspectus, or any amendment or supplement thereto thereto, or any preliminary prospectus. Each Selling Holder also agrees or summary Prospectus with the understanding that the liability pursuant to indemnify and hold harmless any Underwriters of the Registrable Shares, their officers and directors and each person who controls such Underwriters on substantially the same basis as that of the indemnification of the Company provided in this Section 4.2, but only with reference except where the Selling Holder is grossly negligent or engage in malfeasance or willful misconduct, shall not exceed the amount of the proceeds received by the Selling Holder from the Registrable Securities sold pursuant to information such Registration Statement; provided, 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 or amendment or supplement thereto, such Selling Holder has furnished in writing by or on behalf of such Selling Holder specifically to the Company information for use in any registration statement such Registration Statement or prospectus relating to the Registrable Shares, 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 any preliminary prospectus. Each such Selling Holder’s liability under this Section 4.2 shall be limited Controlling Person in Exhibit A-1 11 investigating or defending or preparing to an amount equal to the net proceeds (after deducting the applicable underwriting discount and expenses associated with defend against any such Selling Holder’s Registrable Shares sold thereunder) received by such Selling Holder from the sale of such Registrable Shares by such Selling Holder. The obligation of each Selling Holder hereunder shall be several and not jointDamages or proceedings.

Indemnification by Selling Holders. Each Selling Holder agrees to indemnify, and hold harmless the Company, its officers and directorstrustees, and each Person, if any, that controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange 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 (i) any intentional act or intentional omission by such Selling Holder in violation of applicable law, or (ii) any untrue statement or alleged untrue statement of a material fact contained or incorporated by reference in any registration statement or prospectus relating to the Registrable Shares (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any preliminary 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 but, in the case of clause (ii) and (iii), only with reference to information furnished in writing by or on behalf of such Selling Holder specifically to the Company for use in any registration statement or prospectus relating to the Registrable Shares, or any amendment or supplement thereto or any preliminary prospectus. Each Selling Holder also agrees to indemnify and hold harmless any Underwriters Underwriter of the Registrable Shares, 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, on substantially the same basis as that of the indemnification of the Company provided in this Section 4.2, but only with reference to information furnished in writing by or on behalf of such Selling Holder 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 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 the sale of such Registrable 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 In connection with any Registration Statement in which a Selling Holder agrees is participating by registering Registrable Securities, such Selling Holder agrees, severally and not jointly with any other Person, to indemnify, indemnify and hold harmless harmless, to the fullest extent permitted by Law, the Company, its the officers and directorsdirectors of the Company, and each Person, if any, that Person who controls the Company (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, and each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter, from and against any and all lossesLosses, claims, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) caused byas incurred, arising out of, resulting from of or related to based on any untrue statement (or alleged untrue statement 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 in any registration statement therein or prospectus relating to the Registrable Shares (as amended or supplemented if the Company shall have furnished any amendments or supplements Issuer Free Writing Prospectus related thereto) or any preliminary prospectus, including all documents attached thereto other offering circular or incorporated by reference thereinany amendment of or supplement to any of the foregoing or any other document incident to such registration, or caused by any omission (or alleged omission 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, but only 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 reference to written information furnished to the Company by such Selling Holder expressly for inclusion in writing 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 in any Registration Statement filed hereunder that the holder thereof acknowledge its agreement to be bound by the provisions of this Agreement (including Section 2.5) applicable to it. Notwithstanding the foregoing, if at any time LUK Holdco has assigned its rights and/or obligations under this Agreement to a wholly owned Subsidiary pursuant to Section 3.6, then LUK Holdco and such Selling Holder specifically for use in any registration statement or prospectus relating to shall provide the Registrable Shares, or any amendment or supplement thereto or any preliminary prospectus. Each Selling Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Shares, their officers and directors and each person who controls such Underwriters on substantially the same basis as that of the indemnification of the Company provided indemnity referenced in this Section 4.2, but only with reference to information furnished in writing by or 2.5(b) on behalf of such Selling Holder 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 4.2 shall be limited to an amount equal to the net proceeds (after deducting the applicable underwriting discount a joint and expenses associated with such Selling Holder’s Registrable Shares sold thereunder) received by such Selling Holder from the sale of such Registrable Shares by such Selling Holder. The obligation of each Selling Holder hereunder shall be several and not jointbasis.

Indemnification by Selling Holders. Each Selling Holder agrees to indemnify, and hold harmless the Company, its officers and directors, and each Person, if any, that controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange 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 any untrue statement or alleged untrue statement of a material fact contained or incorporated by reference in any registration statement or prospectus relating to the Registrable Shares Securities (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any preliminary 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 respect to information furnished in writing by or on behalf of such Selling Holder specifically for use in any registration statement or prospectus relating to the Registrable SharesSecurities, or any amendment or supplement thereto or any preliminary prospectus. Each Selling Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable SharesSecurities, their officers and directors and each person who controls such Underwriters on substantially the same basis as that of the indemnification of the Company provided in this Section 4.2, but only with reference to information furnished in writing by or on behalf of such Selling Holder specifically for use in any registration statement or prospectus relating to the Registrable SharesSecurities, or any amendment or supplement thereto or any preliminary prospectus. Each such Selling Holder’s liability under this Section 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 Securities sold thereunder) received by such Selling Holder from the sale of such Registrable Shares Securities by such Selling HolderHolder in the applicable offering. The obligation Notwithstanding anything herein to the contrary, the obligations of each Selling Holder hereunder under this Article IV shall be several and not joint.

Indemnification by Selling Holders. Each Selling Holder In connection with any Registration Statement in which a Seller Indemnitee is participating by registering Registrable Securities, such Seller Indemnitee shall furnish to the Buyer in writing such information as the Buyer reasonably requests specifically for use in connection with any Registration Statement or Prospectus and agrees to indemnify, indemnify and hold harmless harmless, to the Companyfullest extent permitted by Law, its severally and not jointly, the Buyer, the officers and directorsdirectors of the Buyer, and each Person, if any, that Person who controls the Company (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) the Buyer (collectively, “Buyer Indemnitees”), from and against any and all lossesLosses, claims, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) caused byas incurred, arising out of, resulting from of or related to based on any untrue statement (or alleged untrue statement 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 in any registration statement therein or issuer free writing prospectus relating to the Registrable Shares (as amended or supplemented if the Company shall have furnished any amendments or supplements related thereto) or any preliminary prospectus, including all documents attached thereto other offering circular or incorporated by reference thereinany amendment of or supplement to any of the foregoing or any other document incident to such registration, or caused by any omission (or alleged omission 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 or issuer free writing prospectus, in light of the circumstances under which they were made) not misleading, but only with reference in each case solely to information furnished the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in writing by such Registration Statement (or on behalf of such Selling Holder specifically for use in any registration statement preliminary or final Prospectus contained therein, any document incorporated by reference therein or issuer free writing prospectus relating to the Registrable Sharesrelated thereto), offering circular, or any amendment of or supplement thereto or to any preliminary prospectus. Each Selling Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Shares, their officers foregoing or other document in reliance upon and directors and each person who controls such Underwriters on substantially the same basis as that of the indemnification of the Company provided in this Section 4.2, but only conformity with reference to written information furnished in writing by or on behalf of such Selling Holder 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 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 Buyer by such Selling Holder from the sale of Seller Indemnitee expressly for inclusion in such Registrable Shares by such Selling Holder. The obligation of each Selling Holder hereunder shall be several and not jointdocument.

Indemnification by Selling Holders. Each In connection with any Registration Statement in which a Selling Holder agrees is participating by registering Registrable Securities, such Selling Holder agrees, severally but not jointly, to indemnify, indemnify and hold harmless harmless, to the fullest extent permitted by Law, the Company, its the officers and directorsdirectors of the Company, and each Person, if any, that Person who controls the Company (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, and each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter (collectively, "Company Indemnitees"), from and against any and all lossesLosses, claims, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) caused byas incurred, arising out of, resulting from of or related to based on any untrue statement (or alleged untrue statement 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 in any registration statement therein or prospectus relating to the Registrable Shares (as amended or supplemented if the Company shall have furnished any amendments or supplements Issuer Free Writing Prospectus related thereto) or any preliminary prospectus, including all documents attached thereto other offering circular or incorporated by reference thereinany amendment of or supplement to any of the foregoing or any other document incident to such registration, or caused by any omission (or alleged omission 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, but only 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 reference to written information furnished to the Company by such Selling Holder for inclusion in writing such document. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder specifically for use 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 or prospectus relating Registration Statement filed hereunder that the holder thereof acknowledge its agreement to be bound by the Registrable Shares, or any amendment or supplement thereto or any preliminary prospectus. Each Selling Holder also agrees provisions of this Agreement (including Section 3.6) applicable to indemnify and hold harmless any Underwriters of the Registrable Shares, their officers and directors and each person who controls such Underwriters on substantially the same basis as that of the indemnification of the Company provided in this Section 4.2, but only with reference to information furnished in writing by or on behalf of such Selling Holder 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 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 the sale of such Registrable Shares by such Selling Holder. The obligation of each Selling Holder hereunder shall be several and not jointit.

Indemnification by Selling Holders. Each By virtue of exercising ---------------------------------- its registration rights hereunder, each Selling Holder agrees to indemnifywill, and hereby does, severally and not jointly, indemnify and hold harmless the CompanyAthena, its officers each officer, director and directorsagent of Athena, and each PersonPerson (other than the Selling Holders), if any, that 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, from and against any and all losses, claims, damages, liabilities, costs and expenses or are based upon (including reasonable attorneys’ feesi) caused by, arising out of, resulting from or related to any untrue statement or alleged untrue statement of a any material fact contained or incorporated by reference in any registration statement or prospectus relating to the Registrable under which such Selling Holder's Elan Shares (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or were registered, any preliminary prospectus, including all documents attached thereto final prospectus or summary prospectus included therein, any amendment or supplement thereto, or any document incorporated by reference therein, or caused by (ii) 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; provided, but only 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 reference written information concerning such Selling Holder furnished to information furnished Athena in writing by or on behalf of such Selling Holder 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 therein and (x) no Selling Holder also agrees to indemnify and hold harmless shall be liable for any Underwriters of the Registrable Shares, their officers and directors and each person who controls such Underwriters on substantially the same basis as that of the indemnification of the Company provided in this Section 4.2, but only with reference to information furnished in writing by or on behalf of such Selling Holder 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 4.2 shall be limited to Article VII in an aggregate amount equal to that exceeds the total 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 the sale offering of such Registrable 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 transfer of such Elan Shares being offered in such offering 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 agrees is participating by registering Registrable Securities, such Selling Holder agrees, severally and not jointly with any other Person, to indemnify, indemnify and hold harmless harmless, to the fullest extent permitted by Law, the Company, its officers the officers, directors and directorsemployees of the Company, and each Person, if any, that Person who controls the Company (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, and each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter, from and against any and all lossesLosses, claims, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) caused byas incurred, arising out of, resulting from of or related to based on (i) any untrue statement (or alleged untrue statement 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 in any registration statement therein or prospectus relating to the Registrable Shares (as amended or supplemented if the Company shall have furnished any amendments or supplements Issuer Free Writing Prospectus related thereto) or any preliminary prospectus, including all documents attached thereto amendment of or incorporated by reference thereinsupplement to any of the foregoing, or caused by any omission (or alleged omission 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, but only 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 reference the Holder Information furnished to the Company by such Selling Holder expressly for inclusion in such document (for purposes of this Section 2.13(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 Selling Holder), 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 or any other Person, if any, who controls such underwriter within the meaning of the Securities Act, under the indemnity agreement in this Section 2.13 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 extent that any such loss, claim, damage or liability of such underwriter 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 writing full force and effect regardless of any investigation made by or on behalf of such Selling Holder specifically for use the Company or any of its directors, officers, employees or controlling Persons. The Company may require as a condition to its including Registrable Securities in any registration statement or prospectus relating Registration Statement filed hereunder that the holder thereof acknowledge its agreement to be bound by the Registrable Shares, or any amendment or supplement thereto or any preliminary prospectus. Each Selling Holder also agrees to indemnify and hold harmless any Underwriters provisions of the Registrable Shares, their officers and directors and each person who controls such Underwriters on substantially the same basis as that of the indemnification of the Company provided in this Agreement (including this Section 4.2, but only with reference 2.13) applicable to information furnished in writing by or on behalf of such Selling Holder 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 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 the sale of such Registrable Shares by such Selling Holder. The obligation of each Selling Holder hereunder shall be several and not jointit.

Indemnification by Selling Holders. Each Selling Holder agrees Shareholder agrees, severally but not jointly to indemnify, indemnify and hold harmless harmless, the Company, its officers officers, directors, employees, advisors and directorsagents, and each PersonControlling Person of the Company, if any, that controls together with the Company within the meaning partners, officers, directors, employees, advisors and agents of either Section 15 of the Securities Act or Section 20 of the Exchange Actsuch Controlling Person, from and against any Damages and all lossesany action in respect thereof to which the Company and any such Controlling Person may become subject under the Securities Act, claimsthe Exchange Act, damagesstate blue sky laws, liabilitiescommon laws or otherwise, costs and expenses insofar as such Damages (including reasonable attorneys’ feesor proceedings in respect thereof) caused by, arising arise out of, resulting from or related to are based upon, (x) any untrue statement or alleged untrue statement of a material fact contained or incorporated by reference in any registration statement Registration Statement or prospectus relating to the Registrable Shares (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) Prospectus or any preliminary prospectus, including all documents attached thereto or incorporated by reference thereinsummary Prospectus, or caused by (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 with reference to the extent that such untrue statement of material fact is contained in, or such material fact relating to the Selling Holder is omitted from, information related to such Selling Holder, or its plan of distribution, furnished in writing to the Company by or on behalf of such Selling Holder specifically for use in any registration statement Registration Statement or prospectus relating to the Registrable SharesProspectus, or any amendment or supplement thereto thereto, or any preliminary prospectus. Each or summary Prospectus; PROVIDED, HOWEVER, that such Selling Holder also agrees shall not be liable in any such case to indemnify and hold harmless the extent that prior to the filing of any Underwriters of the Registrable Sharessuch Registration Statement or Prospectus or amendment or supplement thereto, their officers and directors and each person who controls such Underwriters on substantially the same basis as that of the indemnification of the Company provided in this Section 4.2, but only with reference to information Selling Holder has furnished in writing by or on behalf of such Selling Holder specifically to the Company information for use in any registration statement such Registration Statement or prospectus relating to the Registrable Shares, 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 any preliminary prospectussuch Controlling Person in investigating or defending or preparing to defend against any such Damages or proceedings. Each such In no event shall the liability of any Selling Holder’s liability under this Section 4.2 shall Holder be limited to an greater in amount equal to that the net dollar amount of the 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 upon the sale of the Registrable Securities giving rise to such indemnification obligation. This indemnity will survive the transfer of the Registrable Shares Securities by such Selling Holder. The obligation of each Selling the Holder hereunder shall be several and not jointthereof.

Indemnification by Selling Holders. Each Selling Holder agrees to indemnifyshall, severally and not jointly, indemnify and hold harmless the Company, its officers and directors, officers, agents and employees, each Person, if any, that Person who controls the Company (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against any and all lossesLosses, claimsas incurred, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) caused by, to the extent arising out of, resulting from of or related based solely upon: (x) such Holder's failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue statement or alleged untrue statement of a material fact contained or incorporated by reference in any registration statement Registration Statement, any Prospectus, or prospectus relating to the Registrable Shares (as amended any form of prospectus, or supplemented if the Company shall have furnished in any amendments amendment or supplements thereto) supplement thereto or in any preliminary prospectus, including all documents attached thereto or incorporated by reference therein, arising out of or caused by relating to any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading (i) to the extent, but only with reference to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company specifically for inclusion in such Registration Statement or on behalf such Prospectus or (ii) to the extent that such information relates to such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Selling Holder specifically expressly for use in any registration statement a Registration Statement (it being understood that the Holder has approved Exhibit A hereto for this purpose), such Prospectus or prospectus relating to the Registrable Shares, such form of Prospectus or in any amendment or supplement thereto or (ii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(d). In no event shall the liability of any preliminary prospectus. Each Selling selling Holder also agrees to indemnify and hold harmless any Underwriters hereunder be greater in amount than the dollar amount of the net proceeds received by such Holder upon the sale of the Registrable SharesSecurities giving rise to such indemnification obligation. Mogul Energy International, their officers and directors and each person who controls such Underwriters on substantially the same basis as that of the indemnification of the Company provided in this Section 4.2Inc. Regulation S Offering December 12, but only with reference to information furnished in writing by or on behalf of such Selling Holder 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 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 the sale of such Registrable Shares by such Selling Holder. The obligation of each Selling Holder hereunder shall be several and not joint.2007

Indemnification by Selling Holders. Each In connection with any Registration Statement in which a Selling Holder agrees is participating by registering Registrable Securities, such Selling Holder agrees, severally and not jointly with any other Person, to indemnify, indemnify and hold harmless harmless, to the fullest extent permitted by Law, the Company, its the officers and directorsdirectors of the Company, and each Person, if any, that Person who controls the Company (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, and each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter (collectively, "Company Indemnitees"), from and against any and all lossesLosses, claims, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) caused byas incurred, arising out of, resulting from of or related to based on any untrue statement (or alleged untrue statement 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 in any registration statement therein or prospectus relating to the Registrable Shares (as amended or supplemented if the Company shall have furnished any amendments or supplements Issuer Free Writing Prospectus related thereto) or any preliminary prospectus, including all documents attached thereto other offering circular or incorporated by reference thereinany amendment of or supplement to any of the foregoing or any other document incident to such registration, or caused by any omission (or alleged omission 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, but only 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 reference to written information furnished to the Company by such Selling Holder expressly for inclusion in writing such document. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder specifically for use 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 or prospectus relating Registration Statement filed hereunder that the holder thereof acknowledge its agreement to be bound by the Registrable Shares, or any amendment or supplement thereto or any preliminary prospectus. Each Selling Holder also agrees provisions of this Agreement (including Section 2.7) applicable to indemnify and hold harmless any Underwriters of the Registrable Shares, their officers and directors and each person who controls such Underwriters on substantially the same basis as that of the indemnification of the Company provided in this Section 4.2, but only with reference to information furnished in writing by or on behalf of such Selling Holder 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 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 the sale of such Registrable Shares by such Selling Holder. The obligation of each Selling Holder hereunder shall be several and not jointit.

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 to indemnify, indemnify and hold harmless harmless, to the fullest extent permitted by Law, severally and individually with respect to itself only and not jointly, the Company, its officers the officers, directors and directorsemployees of the Company, and each Person, if any, that Person who controls the Company (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, and each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter (collectively, “Company Indemnitees”), from and against any and all lossesLosses, claims, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) caused byas incurred, arising out of, resulting from of or related to based on any untrue statement (or alleged untrue statement 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 in any registration statement therein or prospectus relating to the Registrable Shares (as amended or supplemented if the Company shall have furnished any amendments or supplements Issuer Free Writing Prospectus related thereto) or any preliminary prospectus, including all documents attached thereto other offering circular or incorporated by reference thereinany amendment of or supplement to any of the foregoing or any other document incident to such registration, or caused by any omission (or alleged omission 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, but only with reference in each case solely to information furnished the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in writing by such Registration Statement (or on behalf of such Selling Holder specifically for use in any registration statement preliminary or prospectus relating to the Registrable Sharesfinal Prospectus contained therein, any document incorporated by reference therein or Issuer Free Writing Prospectus related thereto), offering circular, or any amendment of or supplement thereto or to any preliminary prospectus. Each Selling Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Shares, their officers foregoing or other document in reliance upon and directors and each person who controls such Underwriters on substantially the same basis as that of the indemnification of in conformity with written information furnished to the Company provided in this Section 4.2, but only with reference to information furnished in writing by or on behalf of such Selling Holder specifically expressly for use inclusion in such document; provided that, in the event that any registration statement such claim is resolved without an admission or prospectus relating to the Registrable Shares, a court of competent jurisdiction finding that any such allegations of untrue statements or any amendment alleged omissions of material fact were actually made or supplement thereto or any preliminary prospectus. Each omitted by such Selling Holder’s , such Selling Holder shall be reimbursed for any amounts previously paid hereunder with respect to such allegations; and provided, however, that the liability under this Section 4.2 of each Selling Holder hereunder 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 the sale of such Registrable Shares Securities covered by such Selling Holder. The obligation of each Selling Holder hereunder shall be several and not jointRegistration Statement.

Indemnification by Selling Holders. Each In connection with any Registration Statement in which a Selling Holder agrees is participating by registering Registrable Securities, such Selling Holder agrees, severally but not jointly, to indemnify, indemnify and hold harmless harmless, to the fullest extent permitted by Law, the Company, its the officers and directorsdirectors of the Company, and each Person, if any, that Person who controls the Company (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, and each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter (collectively, “Company Indemnitees”), from and against any and all lossesLosses, claims, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) caused byas incurred, arising out of, resulting from of or related to based on any untrue statement (or alleged untrue statement 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 in any registration statement therein or prospectus relating to the Registrable Shares (as amended or supplemented if the Company shall have furnished any amendments or supplements Issuer Free Writing Prospectus related thereto) or any preliminary prospectus, including all documents attached thereto other offering circular or incorporated by reference thereinany amendment of or supplement to any of the foregoing or any other document incident to such registration, or caused by any omission (or alleged omission 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, but only 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 reference to written information furnished to the Company by such Selling Holder for inclusion in writing such document. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder specifically for use 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 or prospectus relating Registration Statement filed hereunder that the holder thereof acknowledge its agreement to be bound by the Registrable Shares, or any amendment or supplement thereto or any preliminary prospectus. Each Selling Holder also agrees provisions of this Agreement (including Section 3.6) applicable to indemnify and hold harmless any Underwriters of the Registrable Shares, their officers and directors and each person who controls such Underwriters on substantially the same basis as that of the indemnification of the Company provided in this Section 4.2, but only with reference to information furnished in writing by or on behalf of such Selling Holder 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 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 the sale of such Registrable Shares by such Selling Holder. The obligation of each Selling Holder hereunder shall be several and not jointit.

Indemnification by Selling Holders. Each Selling In connection with any Registration Statement in which a Holder is participating by registering Registrable Securities, such 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 to indemnify, indemnify and hold harmless harmless, to the fullest extent permitted by Law, the Company, its officers the officers, directors, general partners, managing members and directorsmanagers of the Company, and each Person, if any, that Person who controls the Company (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company and the officers, directors, general partners, managing members and managers of each such controlling person (collectively, the Company Indemnitees), from and against any and all lossesLosses, claims, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) caused byas incurred, arising out of, resulting from of or related to based on (i) any untrue statement (or alleged untrue statement 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 in any registration statement therein or prospectus relating to the Registrable Shares (as amended or supplemented if the Company shall have furnished any amendments or supplements Issuer Free Writing Prospectus related thereto) or any preliminary prospectus, including all documents attached thereto other offering circular or incorporated by reference thereinany amendment of or supplement to any of the foregoing, or caused by any omission (or alleged omission 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, but only with reference in each case solely to information furnished the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in writing by such Registration Statement (or on behalf of such Selling Holder specifically for use in any registration statement preliminary or prospectus relating to the Registrable Sharesfinal 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 a Holder expressly for inclusion in such document, (ii) a Holder’s failure to deliver a copy of the relevant current Prospectus or any amendments or supplements thereto or any preliminary prospectus. Each Free Writing Prospectus after such Holder has been furnished with copies thereof in advance of the time of first sale or (iii) by a Holder’s sale of securities during the occurrence of an event described in Sections 2.2(b)(ii), 2.2(b)(iii), 2.2(b)(iv), 2.2(b)(v) or 2.2(b)(vi) hereof, after reasonable notice thereof; and provided, however, that the liability of each Selling Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Shares, their officers and directors and each person who controls such Underwriters on substantially the same basis as that of the indemnification of the Company provided in this Section 4.2, but only with reference to information furnished in writing by or on behalf of such Selling Holder 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 4.2 hereunder 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 the sale of such Registrable Shares Securities covered by such Selling Holder. The obligation of each Selling Holder hereunder shall be several and not jointRegistration Statement.

Indemnification by Selling Holders. Each Selling Holder agrees to indemnify, and hold harmless the Company, its officers and directors, and each Person, if any, that controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange 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 any untrue statement or alleged untrue statement of a material fact contained or incorporated by reference in any registration statement or prospectus relating to the Registrable Shares (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any preliminary 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 writing by or on behalf of such Selling Holder 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 Selling Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Shares, their officers and directors and each person who controls such Underwriters on substantially the same basis as that of the indemnification of the Company provided in this Section 4.2, but only with reference to information furnished in writing by or on behalf of such Selling Holder 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 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 the sale of such Registrable Shares by such Selling Holder. The obligation of each Selling Holder hereunder shall be several and not joint.

Indemnification by Selling Holders. Each In the case of each offering made pursuant to this Agreement, each Selling Holder Holder, by exercising its registration rights hereunder, agrees to indemnify, indemnify and hold harmless harmless, to the Companyextent permitted by law, its officers and directorsthe Corporation, each other Selling Holder, and each Person, if any, that who controls the Company (within the meaning of either Section 15 set forth in the Securities Act) any of the Securities Act or Section 20 foregoing, any Affiliate of any of the Exchange Actforegoing, from and the officers, directors, partners, employees and agents of each of the foregoing, against any and all losses, claimsliabilities, damagescosts (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 otherwise, including any amount paid in settlement of any litigation commenced or threatened, insofar as such losses, liabilities, costs costs, claims and expenses damages (including reasonable attorneys’ feesor actions or proceedings in respect thereof, whether or not such indemnified Person is a party thereto) caused by, arising arise out of, resulting from of or related to are based upon any untrue statement or alleged untrue statement made by such Selling Holder of a material fact contained in the registration statement (or incorporated by reference in any registration statement preliminary, final or summary prospectus included therein) relating to the offering and sale of such Registrable Shares (as amended Securities prepared by the Corporation or supplemented if the Company shall have furnished any amendments or supplements thereto) at its direction, or any preliminary prospectus, including all documents attached thereto amendment thereof or incorporated by reference thereinsupplement thereto, or caused by any omission or alleged omission to state therein by such Selling Holder of a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading, but in each case only with reference to the extent that such untrue statement of a material fact is contained in, or such material fact is omitted from, information relating to such Selling Holder furnished in writing to the Corporation by or on behalf of such Selling Holder specifically expressly for use inclusion in such registration statement (or in any registration statement preliminary, final or summary prospectus relating to the Registrable Sharesincluded therein), or any amendment thereof or supplement thereto or thereto; provided, however, that the foregoing indemnity shall not apply to any preliminary prospectus. Each Selling Holder also agrees to indemnify and hold harmless amounts paid in settlement of any Underwriters litigation if such settlement is effected without the consent of the Registrable Shares, their officers and directors and each person who controls such Underwriters on substantially the same basis as that of the indemnification of the Company provided in this Section 4.2, but only with reference to information furnished in writing by or on behalf of such Selling Holder 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 4.2 , which consent shall not 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 the sale of such Registrable Shares by such Selling Holderunreasonably withheld. The obligation liability of each any Selling Holder hereunder shall be several and not jointjoint and in no event shall the liability of any Selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Selling Holder under the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Selling Holders. Each In the case of each offering made pursuant to this Agreement, each Selling Holder Holder, by exercising its registration rights hereunder, agrees to indemnify, indemnify and hold harmless harmless, to the extent permitted by law, the Company, its officers and directorseach other Selling Holder, and each Person, if any, that who controls the Company or is alleged to control (within the meaning of either Section 15 set forth in the Securities Act) any of the Securities Act or Section 20 foregoing, any Affiliate of any of the Exchange Actforegoing, from and the officers, directors, partners, employees and agents of each of the foregoing, against any and all losses, claimsliabilities, damagescosts (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 otherwise, including any amount paid in settlement of any litigation commenced or threatened, insofar as such losses, liabilities, costs costs, claims and expenses damages (including reasonable attorneys’ feesor actions or proceedings in respect thereof, whether or not such indemnified Person is a party thereto) caused by, arising arise out of, resulting from of or related to are based upon any untrue statement or alleged untrue statement made by such Selling Holder of a material fact contained in the registration statement (or incorporated by reference in any registration statement preliminary, final or summary prospectus included therein) relating to the offering and sale of such Registrable Shares (as amended or supplemented if Securities prepared by the Company shall have furnished any amendments or supplements thereto) at its direction, or any preliminary prospectus, including all documents attached thereto amendment thereof or incorporated by reference thereinsupplement thereto, or caused by any omission or alleged omission to state therein by such Selling Holder of a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading, but in each case only with reference to the extent that such untrue statement of a material fact is contained in, 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 specifically expressly for use inclusion in such registration statement (or in any registration statement preliminary, final or summary prospectus relating to the Registrable Sharesincluded therein), or any amendment thereof or supplement thereto or any preliminary prospectus. Each Selling Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Shares, their officers and directors and each person who controls such Underwriters on substantially the same basis as that of the indemnification of the Company provided in this Section 4.2, but only with reference to information furnished in writing by or on behalf of such Selling Holder 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 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 the sale of such Registrable Shares by such Selling Holderthereto. The obligation liability of each any Selling Holder hereunder shall be several and not jointjoint and in no event shall the liability of any Selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Selling Holder under the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Selling Holders. Each Selling Holder agrees to indemnifyshall, severally and not jointly, indemnify and hold harmless the Company, its officers and directors, officers, agents and employees, each Person, if any, that Person who controls the Company (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against any and all lossesLosses, claimsas incurred, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) caused by, to the extent arising out of, resulting from of or related based solely upon: (x) such Xxxxxx's failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue statement or alleged untrue statement of a material fact contained or incorporated by reference in any registration statement Registration Statement, any Prospectus, or prospectus relating to the Registrable Shares (as amended any form of prospectus, or supplemented if the Company shall have furnished in any amendments amendment or supplements thereto) supplement thereto or in any preliminary prospectus, including all documents attached thereto or incorporated by reference therein, arising out of or caused by relating to any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading (i) to the extent, but only with reference to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company specifically for inclusion in such Registration Statement or on behalf such Prospectus or (ii) to the extent that such information relates to such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Selling Holder specifically expressly for use in any registration statement a Registration Statement (it being understood that the Holder has approved Exhibit A hereto for this purpose), such Prospectus or prospectus relating to the Registrable Shares, such form of Prospectus or in any amendment or supplement thereto or (ii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(d). In no event shall the liability of any preliminary prospectus. Each Selling selling Holder also agrees to indemnify and hold harmless any Underwriters hereunder be greater in amountthan the dollar amount of the net proceeds received by such Holder upon the sale of the Registrable Shares, their officers and directors and each person who controls Securities giving rise to such Underwriters on substantially the same basis as that of the indemnification of the Company provided in this Section 4.2, but only with reference to information furnished in writing by or on behalf of such Selling Holder 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 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 the sale of such Registrable Shares by such Selling Holder. The obligation of each Selling Holder hereunder shall be several and not jointobligation.