Common use of Indemnification by the Corporation Clause in Contracts

Indemnification by the Corporation. In connection with any offering of Restricted Stock pursuant to this Agreement, the Corporation shall indemnify and hold harmless each Selling Holder, its officers, directors and agents and each person, if any, who controls such Selling Holder 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 and expenses (including reasonable fees and disbursements of counsel) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to Restricted Stock or in any amendment or supplement thereto or in any preliminary prospectus relating to Restricted Stock or arising out of or based upon 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 in light of the circumstances under which they were made, except insofar as such losses, claims, damages, liabilities or expenses arise out of, or are based upon, any such untrue statement or alleged untrue statement or omission or alleged omission based upon information furnished in writing to the Corporation by such Selling Holder or on such Selling Holder's behalf expressly for use therein. In connection with any underwritten offering of Restricted Stock registered pursuant to this Agreement, the Corporation shall cause to be included in any underwriting agreement with the underwriters of such offering provisions indemnifying and providing for contribution to such underwriters and their officers and directors and each person who controls such underwriters on substantially the same basis as the provisions of this Section 7.1 indemnifying and providing for contribution to the Selling Holders.

Indemnification by the Corporation. In connection with any offering of Restricted Stock pursuant The Corporation agrees to this Agreement, the Corporation shall indemnify and hold harmless each Selling Holder, Holder and its Affiliates and their respective officers, directors and directors, partners, stockholders, members, employees, agents and representatives and each person, Person (if any, who ) which controls such a Selling Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, from and against any and all losses, claims, damages, liabilities liabilities, costs and expenses (including reasonable fees and disbursements of counselattorneys' fees) caused by, arising out of resulting from or based upon related to any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to Restricted Stock the Registrable Securities (as amended or in supplemented if the Corporation shall have furnished any amendment amendments or supplement thereto supplements thereto), or in any preliminary prospectus relating to Restricted Stock or arising out of or based upon 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 in light of the circumstances under which they were mademisleading, except insofar as such losses, claims, damages, damages or liabilities are caused by or expenses arise out of, contained in or are based upon, any such untrue statement or alleged untrue statement or omission or alleged omission based upon any information furnished in writing to the Corporation by or on behalf of such Selling Holder or on such Selling Holder's behalf any Underwriter expressly for use therein. In connection with therein or by the Selling Holder or Underwriter's failure to deliver a copy of the registration statement or prospectus or any underwritten offering of Restricted Stock registered pursuant to this Agreement, amendments or supplements thereto after the Corporation shall cause to be included in any underwriting agreement has furnished Buyer or Underwriter with copies of the underwriters of such offering provisions indemnifying and providing for contribution to such underwriters and their officers and directors and each person who controls such underwriters on substantially the same basis as the provisions of this Section 7.1 indemnifying and providing for contribution to the Selling Holderssame.

Indemnification by the Corporation. In connection with any offering of Restricted Stock pursuant to this Agreement, the Corporation shall indemnify and hold harmless each Selling Holder, its officers, directors and agents and each person, if any, who controls such Selling Holder 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 and expenses (including reasonable fees and disbursements of counsel) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to Restricted Stock or in any amendment or supplement thereto or in any preliminary prospectus relating to Restricted Stock or arising out of or based upon 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 in light of the circumstances under which they were made, except insofar as such losses, claims, damages, liabilities or expenses arise out of, or are based upon, any such untrue statement or alleged untrue statement or omission or alleged omission based upon information furnished in writing to the Corporation by such Selling Holder or on such Selling Holder's ’s behalf expressly for use therein. In connection with any underwritten offering of Restricted Stock registered pursuant to this Agreement, the Corporation shall cause to be included in any underwriting agreement with the underwriters of such offering provisions indemnifying and providing for contribution to such underwriters and their officers and directors and each person who controls such underwriters on substantially the same basis as the provisions of this Section 7.1 indemnifying and providing for contribution to the Selling Holders.

Indemnification by the Corporation. In connection with any offering of Restricted Stock pursuant The Corporation agrees to this Agreement, the Corporation shall indemnify and hold harmless each Selling Holder, Holder and its Affiliates and their respective officers, directors and directors, partners, stockholders, members, employees, agents and representatives and each person, Person (if any, who ) which controls such a Selling Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, from and against any and all losses, claims, damages, liabilities liabilities, costs and expenses (including reasonable fees and disbursements of counselattorneys' fees) caused by, arising out of resulting from or based upon related to any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to Restricted Stock the Registrable Securities (as amended or in supplemented if the Corporation shall have furnished any amendment amendments or supplement thereto supplements thereto) or in any preliminary prospectus relating to Restricted Stock prospectus, or arising out of or based upon 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 in light of the circumstances under which they were mademisleading, except insofar as such losses, claims, damages, damages or liabilities are caused by or expenses arise out of, contained in or are based upon, any such untrue statement or alleged untrue statement or omission or alleged omission based upon any information furnished in writing to the Corporation by or on behalf of such Selling Holder or on such Selling Holder's behalf any Underwriter expressly for use therein. In connection with therein or by the Selling Holder or Underwriter's failure to deliver a copy of the registration statement or prospectus or any underwritten offering of Restricted Stock registered pursuant to this Agreement, amendments or supplements thereto after the Corporation shall cause has furnished the Buyer or Underwriter with copies of the same. The Corporation also agrees to be included in indemnify any underwriting agreement with Underwriters of the underwriters of such offering provisions indemnifying and providing for contribution to such underwriters and Registrable Securities, their officers and directors and each person who controls such underwriters Underwriters on substantially the same basis as that of the provisions indemnification of the Selling Holders provided in this Section 7.1 indemnifying and providing for contribution to the Selling Holders4.01.

Indemnification by the Corporation. In connection with any offering of Restricted Stock pursuant The Corporation agrees to this Agreement, the Corporation shall indemnify and hold harmless each Selling Holder, Holder and its Affiliates and their respective officers, directors and directors, partners, stockholders, members, employees, agents and representatives and each person, Person (if any, who ) which controls such a Selling Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, from and against any and all losses, claims, damages, liabilities liabilities, costs and expenses (including reasonable fees and disbursements of counselattorneys' fees) caused by, arising out of of, resulting from or based upon related to any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to Restricted Stock the Registrable Securities (as amended or in supplemented if the Corporation shall have furnished any amendment amendments or supplement thereto supplements thereto) or in any preliminary prospectus relating to Restricted Stock prospectus, or arising out of or based upon 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 in light of the circumstances under which they were mademisleading, except insofar as such losses, claims, damages, damages or liabilities are caused by or expenses arise out of, contained in or are based upon, any such untrue statement or alleged untrue statement or omission or alleged omission based upon any information furnished in writing to the Corporation by or on behalf of such Selling Holder or on such Selling Holder's behalf any Underwriter expressly for use therein. In connection with therein or by the Selling Holder or Underwriter's failure to deliver a copy of the registration statement or prospectus or any underwritten offering of Restricted Stock registered pursuant to this Agreement, amendments or supplements thereto after the Corporation shall cause has furnished the Selling Holders or Underwriter with copies of the same. The Corporation also agrees to be included in indemnify any underwriting agreement with Underwriters of the underwriters of such offering provisions indemnifying and providing for contribution to such underwriters and Registrable Securities, their officers and directors and each person who controls such underwriters Underwriters on substantially the same basis as that of the provisions indemnification of the Selling Holders provided in this Section 7.1 indemnifying and providing for contribution to the Selling Holders4.01.

Indemnification by the Corporation. In connection with any offering of Restricted Stock pursuant The Corporation agrees to this Agreement, the Corporation shall indemnify and hold harmless each Selling Holder, Holder and its Affiliates and their respective officers, directors and directors, partners, stockholders, members, employees, agents and representatives and each person, Person (if any, who ) which controls such a Selling Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, from and against any and all losses, claims, damages, liabilities liabilities, costs and expenses (including reasonable fees and disbursements of counselattorneys' fees) caused by, arising out of or based upon resulting from or related to any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to Restricted Stock the Registrable Securities (as amended or in supplemented if the Corporation shall have furnished any amendment amendments or supplement thereto supplements thereto) or in any preliminary prospectus relating to Restricted Stock prospectus, or arising out of or based upon 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 in light of the circumstances under which they were mademisleading, except insofar as such losses, claims, damages, damages or liabilities are caused by or expenses arise out of, contained in or are based upon, any such untrue statement or alleged untrue statement or omission or alleged omission based upon any information furnished in writing to the Corporation by or on behalf of such Selling Holder or on such any Underwriter expressly for use therein or by the Selling Holder's behalf expressly for use therein. In connection with or Underwriter's failure to deliver a copy of the registration statement or prospectus or any underwritten offering of Restricted Stock registered pursuant to this Agreement, amendments or supplements thereto after the Corporation shall cause has furnished the Selling Holder or the Underwriter with copies of the same. The Corporation also agrees to be included in indemnify any underwriting agreement with Underwriters of the underwriters of such offering provisions indemnifying and providing for contribution to such underwriters and Registrable Securities, their officers and directors and each person Person who controls such underwriters Underwriters on substantially the same basis as that of the provisions indemnification of the Selling Holders provided in this Section 7.1 indemnifying and providing for contribution to the Selling Holders4.01.

Indemnification by the Corporation. In connection with any offering of Restricted Stock pursuant The Corporation agrees to this Agreement, the Corporation shall indemnify and hold harmless each Selling Holder, Holder and its Affiliates and their respective officers, directors and directors, partners, stockholders, members, employees, agents and representatives and each person, Person (if any, who ) which controls such a Selling Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, from and against any and all losses, claims, damages, liabilities liabilities, costs and expenses (including reasonable fees and disbursements of counselattorneys' fees) caused by, arising out of of, resulting from or based upon related to any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to Restricted Stock the Registrable Securities (as amended or in supplemented if the Corporation shall have furnished any amendment amendments or supplement thereto supplements thereto) or in any preliminary prospectus relating to Restricted Stock prospectus, or arising out of or based upon 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 in light of the circumstances under which they were mademisleading, except insofar as such losses, claims, damages, damages or liabilities are caused by or expenses arise out of, contained in or are based upon, any such untrue statement or alleged untrue statement or omission or alleged omission based upon any information furnished in writing to the Corporation by or on behalf of such Selling Holder or on such Selling Holder's behalf any Underwriter expressly for use therein. In connection with therein or by the Selling Holder or Underwriter's failure to deliver a copy of the registration statement or prospectus or any underwritten offering of Restricted Stock registered pursuant to this Agreement, amendments or supplements thereto after the Corporation shall cause has furnished the Buyer or Underwriter with copies of the same. The Corporation also agrees to be included in indemnify any underwriting agreement with Underwriters of the underwriters of such offering provisions indemnifying and providing for contribution to such underwriters and Registrable Securities, their officers and directors and each person who controls such underwriters Underwriters on substantially the same basis as that of the provisions indemnification of the Selling Holders provided in this Section 7.1 indemnifying and providing for contribution to the Selling Holders4.01.

Indemnification by the Corporation. In connection with any offering of Restricted Stock pursuant The Corporation agrees to this Agreement, the Corporation shall ---------------------------------- indemnify and hold harmless each Selling Holder, its officers, directors and agents and each personPerson, if any, who controls such Selling Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, and the officers, directors, agents, general and limited partners, and employees of each Selling Holder and each such controlling person from and against any and all losses, claims, damages, liabilities liabilities, and expenses (including reasonable fees and disbursements costs of counselinvestigation) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to Restricted Stock the Registrable Securities or in any amendment or supplement thereto or in any preliminary prospectus relating to Restricted Stock prospectus, or arising out of or based upon 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 in light of the circumstances under which they were mademisleading, except insofar as such losses, claims, damages, liabilities or expenses arise out of, or are based upon, any such untrue statement or alleged untrue statement or omission or alleged omission allegation thereof based upon information furnished in writing to the Corporation by such Selling Holder or on such Selling Holder's behalf expressly for use therein. In connection with The Corporation also agrees to indemnify any underwritten offering Underwriters of Restricted Stock registered pursuant to this Agreementthe Registrable Securities, the Corporation shall cause to be included in any underwriting agreement with the underwriters of such offering provisions indemnifying and providing for contribution to such underwriters and their officers and directors and each person Person who controls such underwriters Underwriters on substantially the same basis as that of the provisions indemnification of the Selling Holders provided in this Section 7.1 indemnifying and providing for contribution to the Selling Holders7(a).

Indemnification by the Corporation. In connection with any offering of Restricted Stock pursuant The Corporation agrees to this Agreement, the Corporation shall indemnify and hold harmless each Selling Holder, Holder and its Affiliates and their respective officers, directors and directors, partners, stockholders, members, employees, agents and representatives and each person, Person (if any, who ) which controls such a Selling Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, from and against any and all losses, claims, damages, liabilities liabilities, costs and expenses (including reasonable fees and disbursements of counselattorneys' fees) caused by, arising out of resulting from or based upon related to any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to Restricted Stock the Registrable Securities (as amended or in supplemented if the Corporation shall have furnished any amendment amendments or supplement thereto supplements thereto), or in any preliminary prospectus relating to Restricted Stock or arising out of or based upon 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 in light of the circumstances under which they were mademisleading, except insofar as such losses, claims, damages, damages or liabilities are caused by or expenses arise out of, contained in or are based upon, any such untrue statement or alleged untrue statement or omission or alleged omission based upon any information furnished in writing to the Corporation by or on behalf of such Selling Holder or on such Selling Holder's behalf any Underwriter expressly for use therein. In connection with therein or by the Selling Holder or Underwriter's failure to deliver a copy of the registration statement or prospectus or any underwritten offering of Restricted Stock registered pursuant to this Agreement, amendments or supplements thereto after the Corporation shall cause to be included in any underwriting agreement has furnished the Buyer or Underwriter with copies of the underwriters of such offering provisions indemnifying and providing for contribution to such underwriters and their officers and directors and each person who controls such underwriters on substantially the same basis as the provisions of this Section 7.1 indemnifying and providing for contribution to the Selling Holderssame.

Indemnification by the Corporation. (a) In connection with any offering of Restricted Stock pursuant to this Agreementa Demand Registration or a Piggyback Registration, the Corporation shall indemnify and hold harmless to the fullest extent permitted by law any Selling Shareholder and its Affiliates as well as each Selling Holderof their respective directors, its officers, directors employees, mandataries, shareholders and agents partners (collectively, the “Selling Shareholder Indemnified Parties”), with respect to any loss (excluding loss of profit), liability, claim, damages and each personcosts whatsoever, if anyincluding the sums paid in settlement of an investigation, who controls such Selling Holder within the meaning of either Section 15 of the Securities Act ordinance, order, litigation, lawsuit or Section 20 of the Exchange Act claim, whether joint or solidary, suffered or incurred, stemming from and against any and all losses, claims, damages, liabilities and expenses (including reasonable fees and disbursements of counsel) arising out of or based upon any untrue statement on a misrepresentation or alleged untrue statement misrepresentation of a material fact contained in any registration statement a Prospectus, Registration Statement or prospectus relating to Restricted Stock an amendment thereof, including all documents incorporated therein by reference, or in any amendment or supplement thereto or in any preliminary prospectus relating to Restricted Stock or arising out of or based upon any the omission or alleged omission to state therein of a material fact required to which must be stated therein disclosed in it or that is necessary to make the statements made therein not misleading in light of the circumstances under in which they were made, except or suffered or incurred and stemming from or based on the failure to comply with applicable Securities Legislation (other than the Selling Shareholder’s failure to comply with applicable Securities Legislation); however, the Corporation shall not be liable under this section 4.2 for any settlement of an action made without its written consent, which consent shall not be unreasonably denied or delayed; in addition, the indemnity contemplated by this section 4.2 with regard to the Selling Shareholder shall not apply to a loss, liability, claim, damages or costs insofar as such losses, claims, damages, liabilities or expenses arise out of, they stem from or are established based upon, any such untrue statement or alleged untrue statement on a misrepresentation or omission or an alleged misrepresentation or omission (i) made, based upon on and in accordance with written information furnished in writing provided to the Corporation by such Selling Holder or on such Selling Holder's behalf expressly for use therein. In connection with any underwritten offering of Restricted Stock registered pursuant to this Agreement, the Corporation shall cause to be included in any underwriting agreement with the underwriters of such offering provisions indemnifying and providing for contribution to such underwriters and their officers and directors and each person who controls such underwriters on substantially the same basis as the provisions of this Section 7.1 indemnifying and providing for contribution to the Selling Holders.Shareholder about the Selling Shareholder for the purpose of preparing the

Indemnification by the Corporation. In connection with the event any offering of Restricted Stock pursuant to Registrable Securities are included in a registration statement under this Agreement, to the extent permitted by law the Corporation shall will, and hereby does, indemnify and hold harmless each Selling HolderInvestor, its directors and officers, directors and agents each other Person who participates as an underwriter in the offering or sale of such Securities and each personother Person, if any, who controls each Investor or any such Selling Holder underwriter within the meaning of either Section 15 of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which each Investor or any such director or officer or underwriter or controlling person may become subject under the Securities Act or Section 20 of the Exchange Act from and against any and all otherwise insofar as such losses, claims, damagesdamages or liabilities (or actions or proceedings, liabilities and expenses (including reasonable fees and disbursements of counselwhether commenced or threatened, in respect thereof) arising arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus relating to Restricted Stock contained therein, or in any amendment or supplement thereto thereto, or in any preliminary prospectus relating to Restricted Stock or arising out of or based upon 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 misleading, and the Corporation will reimburse the Investors and each such director, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in light of the circumstances under which they were made, except insofar as such losses, claims, damages, liabilities connection with investigating or expenses arise out of, or are based upon, defending any such loss, claim, liability, action or proceeding; provided that the Corporation shall not be liable in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission based made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with information furnished in writing to the Corporation by such Selling Holder or on such Selling Holder's behalf expressly for use therein. In connection with any underwritten offering of Restricted Stock registered pursuant to this AgreementInvestors, and provided further that the Corporation shall cause not be liable to be included any Person who participates as an underwriter in the offering or sale of Registrable Securities or any underwriting agreement with the underwriters of such offering provisions indemnifying and providing for contribution to such underwriters and their officers and directors and each person other Person, if any, who controls such underwriters on substantially underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same basis as the provisions of this Section 7.1 indemnifying and providing for contribution may be then supplemented or amended, to the Selling HoldersPerson asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such final prospectus and such delivery would have mitigated liability. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Investors or any such director, officer, underwriter or controlling person and shall survive the transfer of such Securities by such seller.

Indemnification by the Corporation. In connection with any offering of Restricted Stock pursuant The Corporation agrees to this Agreement, the Corporation shall indemnify and hold harmless each Selling Holder, Holder and its Affiliates and their respective officers, directors and directors, partners, stockholders, members, employees, agents and representatives and each person, Person (if any, who ) which controls such a Selling Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, from and against any and all losses, claims, damages, liabilities liabilities, costs and expenses (including reasonable fees and disbursements of counselattorneys' fees) caused by, arising out of resulting from or based upon related to any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to Restricted Stock the Registrable Securities (as amended or in supplemented if the Corporation shall have furnished any amendment amendments or supplement thereto supplements thereto) or in any preliminary prospectus relating to Restricted Stock prospectus, or arising out of or based upon 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 in light of the circumstances under which they were mademisleading, except insofar as such losses, claims, damages, damages or liabilities are caused by or expenses arise out of, contained in or are based upon, any such untrue statement or alleged untrue statement or omission or alleged omission based upon any information furnished in writing to the Corporation by or on behalf of such Selling Holder or on such Selling Holder's behalf any Underwriter expressly for use therein. In connection with therein or by the Selling Holder or Underwriter's failure to deliver a copy of the registration statement or prospectus or any underwritten offering of Restricted Stock registered pursuant to this Agreement, amendments or supplements thereto after the Corporation shall cause has furnished Buyer or Underwriter with copies of the same. The Corporation also agrees to be included in indemnify any underwriting agreement with Underwriters of the underwriters of such offering provisions indemnifying and providing for contribution to such underwriters and Registrable Securities, their officers and directors and each person who controls such underwriters Underwriters on substantially the same basis as that of the provisions indemnification of the Selling Holders provided in this Section 7.1 indemnifying and providing for contribution to the Selling Holders4.01.

Indemnification by the Corporation. In connection with any offering of Restricted Stock pursuant The Corporation agrees to this Agreement, the Corporation shall indemnify and hold harmless each Selling HolderStockholder registering shares pursuant to Section 2.1, Section 2.2 or Section 2.4, its officers, directors partners, members and agents directors, and each personPerson, if any, who controls each such Selling Holder Stockholder (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act) and such controlling Person’s officers, partners , members and directors from and against any and all losses, claims, damages, liabilities and expenses (including reasonable fees and disbursements of counsel) arising out of or based upon caused by any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to Restricted Stock the Registrable Securities (as amended or in supplemented if the Corporation has timely furnished any amendment amendments or supplement thereto supplements to such registration statement or in prospectus) or any preliminary prospectus relating to Restricted Stock prospectus, or arising out of or based upon any caused by omission or alleged omission to state therein in such registration statement or prospectus a material fact required to be stated therein in such registration statement or prospectus or necessary to make the statements therein in such registration statement or prospectus not misleading in light of the circumstances under which they were mademisleading, except insofar as such losses, claims, damages, liabilities or expenses arise out of, or are based upon, caused by any such untrue statement or alleged untrue statement or omission or alleged untrue statement or omission based upon information furnished in writing (or not furnished as may be the case with omissions) to the Corporation by such Selling Holder or on behalf of such Selling Holder's behalf Stockholder expressly for use therein. In connection with any underwritten offering of Restricted Stock registered pursuant to this Agreementin such registration statement or prospectus; provided however, that the Corporation shall cause to be included in any underwriting foregoing indemnity agreement with respect to any preliminary prospectus will not inure to the underwriters benefit of any Stockholder if a copy of the current prospectus was not provided to the applicable purchaser by such offering provisions indemnifying Stockholder and providing for contribution such current copy of the prospectus would have cured the defect giving rise to such underwriters and loss, claim, damage or liability. The Corporation also agrees to indemnify any Underwriters of the Registrable Securities, their officers and directors and each person Person who controls such underwriters on substantially the same basis as that of the provisions indemnification of the Stockholders provided in this Section 7.1 indemnifying and providing for contribution to the Selling Holders3.3.

Indemnification by the Corporation. In connection with any offering of Restricted Stock pursuant The Corporation agrees to this Agreement, the Corporation shall indemnify and hold harmless each Selling Holder, its officers, directors and agents and each personPerson, if any, who controls such Selling Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, and the officers, directors, agents, general and limited partners, and employees of each Selling Holder and each such controlling person from and against any and all losses, claims, damages, liabilities liabilities, and expenses (including reasonable fees and disbursements costs of counselinvestigation) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to Restricted Stock the Registrable Securities or in any amendment or supplement thereto or in any preliminary prospectus relating to Restricted Stock prospectus, or arising out of or based upon 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 in light of the circumstances under which they were mademisleading, except insofar as such losses, claims, damages, liabilities labilities or expenses arise out of, or are based upon, any such untrue statement or alleged untrue statement or omission or alleged omission allegation thereof based upon information furnished in writing to the Corporation by such Selling Holder or on such Selling Holder's behalf expressly for use therein. In connection with The Corporation also agrees to indemnify any underwritten offering Underwriters of Restricted Stock registered pursuant to this Agreementthe Registrable Securities, the Corporation shall cause to be included in any underwriting agreement with the underwriters of such offering provisions indemnifying and providing for contribution to such underwriters and their officers and directors and each person Person who controls such underwriters Underwriters on substantially the same basis as that of the provisions indemnification of the Selling Holders provided in this Section 7.1 indemnifying and providing for contribution to the Selling Holders7(a).