Common use of Indemnification by the Holders Clause in Contracts

Indemnification by the Holders. Each Holder will, if Registrable Securities held by him are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors and officers and each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules and regulations thereunder, each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use therein.

Indemnification by the Holders. Each Holder will, if In the event of any registration of any Registrable Securities held by him are included under the Securities Act pursuant to this Agreement, each Holder shall, severally and not jointly, indemnify and hold harmless (in the securities same manner and to the same extent as to which such registration, qualification or compliance is being effected, indemnify set forth in Section 7.1 hereof) the Company, each director and officer of its directors and officers the Company and each underwriterother Person, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules and regulations thereunder, Exchange Act (each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholderbeing sometimes referred to as a “Company Indemnified Person”), against all claimsLosses to which the Company or any such Persons may become subject under the Securities Act or otherwise, losses, damages, expenses and liabilities to the extent that such Losses (or related actions in respect thereofor proceedings) arising arise out of or are based on upon (A) any untrue statement (or alleged untrue statement) statement of a any material fact contained in any such Registration Statement in which Registrable Securities were included for registration statement, prospectus, offering circular or other documentunder the Securities Act, or any omission preliminary Prospectus or any final Prospectus included in such Registration Statement (or any amendment or supplement to such Registration Statement or Prospectus), or (B) any omission or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, (in the case of the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made) not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extentcase, but only to the extent, extent that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statementRegistration Statement, prospectuspreliminary Prospectus, offering circular final Prospectus, amendment or other document supplement in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be ▇▇▇▇▇▇, or on such Holder’s behalf, specifically for use thereininclusion, respectively, in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; and each Holder agrees to reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that a Holder’s aggregate liability under this Agreement shall be limited to an amount equal to the net proceeds (after deducting the underwriter’s discount and expenses) received by such Holder from the sale of such Holder’s Registrable Securities pursuant to such registration.

Indemnification by the Holders. Each Holder will, if selling holder of Registrable Securities held agrees (severally and not jointly) to indemnify and hold harmless, to the full extent permitted by him are included in law, the securities as to which such registrationIssuer, qualification or compliance is being effected, indemnify the Company, each of its directors and officers and each underwriter, if any, of the Company's securities covered by such a registration statement, each person Person who controls the Company Issuer (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules Exchange Act) from and regulations thereunder, each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and liabilities (or actions in respect thereof) arising out of or based on any Losses resulting from any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein of a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference 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, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made had been contained in any information furnished in writing by such selling holder to the Issuer specifically for inclusion in such registration statementRegistration Statement. This indemnity shall be in addition to any liability such holder may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Issuer or any indemnified party. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such holder under the sale of the Registrable Securities giving rise to such indemnification obligation. The Issuer shall be entitled to receive indemnities from, prospectusif applicable and if requested, offering circular or other document underwriters, selling brokers, dealer managers and similar securities industry professionals participating in reliance upon and in conformity with written information furnished the distribution, to the Company same extent as provided above (with appropriate modification) with respect to information so furnished in writing by such Holder and stated to be Persons specifically for use thereininclusion in any Prospectus or Registration Statement. Each holder also shall indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Issuer.

Indemnification by the Holders. Each Holder willHolder, if Registrable Securities held by him are included in the securities as to which such registrationseverally and not jointly, qualification or compliance is being effected, shall indemnify and hold harmless the Company, each director of its directors and officers the Company, each officer of the Company and each underwriterother Person, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act Act, any underwriter, any other Holder selling securities in such registration statement and the rules and regulations thereunderany officer, each other director, legal counsel or accountant or controlling person of any such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholderHolder, against all any losses, claims, losses, damages, expenses and or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act or other federal or state securities law insofar as such losses, claims, damages, or liabilities (or actions in respect thereofthereto) arising arise out of or are based on upon any untrue statement (or alleged untrue statement) of a material fact contained statement in any or omission or alleged omission from such registration statement, any preliminary prospectus, offering circular final prospectus or other documentsummary prospectus contained therein, or any omission (amendment or supplement thereto, if such statement or alleged omission) to state therein a material fact required to be stated therein statement or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (omission or alleged untrue statement) or omission (or alleged omission) is was made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such Holder and stated to be specifically stating that it is for use thereinin the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided, however, that the indemnity agreement contained in this Section 3.9(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld. The maximum liability of each Holder for any such indemnification shall not exceed the amount of aggregate gross proceeds received by such Holder from the sale of his/its Registrable Securities, except in the case of willful fraud. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling Person and shall survive the transfer of such securities by such Holder.

Indemnification by the Holders. Each Holder will, if Registrable Securities held by him are included in severally (and not jointly) agrees to indemnify and hold harmless the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, Company and each of its directors Affiliates, directors, employees, members, managers and officers agents and each underwriter, if any, of the Company's securities covered by such a registration statement, each person Person who controls the Company (other than such Holder) or such underwriter within the meaning of either the Securities Act or the Exchange Act, to the fullest extent permitted by applicable Law, from and the rules against any and regulations thereunderall losses, each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, damages or liabilities to which they or any of them may become subject insofar as such losses, damagesclaims, expenses and damages or liabilities (or actions in respect thereof1) arising arise out of or are based on upon any untrue statement (or alleged untrue statement) statement of a material fact contained in a Registration Statement as originally filed or in any amendment thereof, or in the Disclosure Package or any Holder Free Writing Prospectus, preliminary, final or summary Prospectus included in any such registration statement, prospectus, offering circular or other documentRegistration Statement, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that any such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) omission is made contained in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with arises from any written information relating to such Holder furnished to the Company by or on behalf of such Holder and stated specifically for inclusion therein or (2) are caused by such Holder’s failure to deliver to such Holder’s immediate purchaser a copy of the Registration Statement or Prospectus (in each case including any amendments or supplements to thereto) if such documents are required to be specifically delivered under applicable Law; provided, however, that the total amount to be indemnified by such Holder pursuant to this Section 5(h)(ii) shall be limited to the net proceeds (after deducting underwriters’ discounts and commissions) received by such Holder in the offering to which such Registration Statement or Prospectus relates; provided, further, that a Holder shall not be liable in any case to the extent that prior to the filing of any such Registration Statement or Disclosure Package, or any amendment thereof or supplement thereto, such Holder has furnished in writing to the Company, information expressly for use thereinin, and within a reasonable period of time prior to the effectiveness of such Registration Statement or Disclosure Package, or any amendment thereof or supplement thereto, which corrected or made not misleading information previously provided to the Company. This indemnity agreement will be in addition to any liability which any such Holder may otherwise have.

Indemnification by the Holders. Each To the fullest extent permitted by law, each Holder will, if Registrable Securities held by him such Holder are included in the securities as to which such registration, qualification registration statement or compliance is being effectedProspectus, indemnify and hold harmless the Company, each all other Holders or any prospective underwriter, as the case may be, and any of its directors and their respective Affiliates, directors, officers and each underwriterControlling Persons (collectively, if any, of the Company's securities covered by such a registration statement, each person who controls the “Company (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules and regulations thereunder, each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholderIndemnified Parties”), against all claims, losses, damages, Claims and expenses and liabilities (or actions in respect thereof) arising out of or based on on: (i) any untrue statement (or alleged untrue statement) statement of a material fact contained in a registration statement (or any such registration statementamendment or supplement thereto), prospectus, offering circular or other documentincluding all documents incorporated therein by reference, or any omission (or alleged omission) to state therein omission therefrom of a material fact required to be stated therein or fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder Company Indemnified Party for any legal or reasonable fees and disbursements of counsel and any other reasonable expenses reasonably incurred in connection with investigating and defending or defending settling any such claim, loss, damage, liability or actionClaim, in each case to the extent, but only to the extent, extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectusProspectus, offering circular or other document Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder and stated to be specifically for use therein; and provided that the indemnity agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling Holder from the sale of Registrable Securities covered by such registration statement.

Indemnification by the Holders. Each Holder willThe Company may require, if as a condition to including any Registrable Securities held by him are included in any registration statement filed pursuant to Section 2(b) hereof, that the securities as Company shall have received an undertaking reasonably satisfactory to it from the Electing Holder of such Registrable Securities, severally and not jointly, to (i) indemnify and hold harmless the Company and all other holders of Registrable Securities, against any losses, claims, damages or liabilities to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors and officers and each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning other holders of Registrable Securities may become subject, under the Securities Act and the rules and regulations thereunderor otherwise, each other insofar as such Holder and each of their officerslosses, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and damages or liabilities (or actions in respect thereof) arising arise out of or are based on any upon an untrue statement (or alleged untrue statement) statement of a material fact contained in any such registration statement, prospectusor any preliminary, offering circular final or other documentsummary prospectus contained therein or furnished by the Company to any such Electing Holder, or any amendment or supplement thereto, or arise out of or are based upon the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Electing Holder and stated to be specifically expressly for use therein, and (ii) reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that no such Electing Holder shall be required to undertake liability to any person under this Section 6(b) for any amounts in excess of the dollar amount of the proceeds to be received by such Electing Holder from the sale of such Electing Holder’s Registrable Securities pursuant to such registration.

Indemnification by the Holders. In connection with any Registration Statement in which any Holder is participating pursuant to SECTION 2.1, SECTION 2.2 or SECTION 2.5 hereof, each Holder shall promptly furnish to the Company in writing such information with respect to such Holder as the Company may reasonably request or as may be required by law for use in connection with any such Registration Statement or prospectus and all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading or necessary to cause such Registration Statement not to omit a material fact with respect to such Holder necessary in order to make the statements therein not misleading. Each Holder will, if Registrable Securities held by him are included in the securities as agrees to which such registration, qualification or compliance is being effected, indemnify and hold harmless the Company, each of its directors and officers partners, directors, officers, Affiliates, any underwriter retained by the Company and each underwriter, if any, of the Company's securities covered by such a registration statement, each person Person who controls the Company (other than such Holder) or such underwriter (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) from and the rules against any and regulations thereunder, each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and liabilities (or actions in respect thereof) Liabilities arising out of or based on upon any untrue untrue, or allegedly untrue, statement (or alleged untrue statement) of a material fact contained in any such registration statementRegistration Statement, prospectus, offering circular prospectus or other document, preliminary prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or arising out of or based upon any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading (or in the case of any prospectus, in light of the circumstances such statements were made), but if and will reimburse only to the Companyextent that such Liability arises out of or is based upon any untrue statement or omission or alleged untrue statement or alleged omission contained in such Registration Statement, each of its directors preliminary prospectus or final prospectus in reliance and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling in conformity with information concerning such Holder furnished in writing (including by email) by such Holder expressly for use therein and has not been corrected in a subsequent writing prior to or other stockholder for any legal or any other expenses reasonably incurred in connection concurrently with investigating or defending any the sale of the Registrable Securities to the Person asserting such loss, claim, loss, damage, liability or actionexpense, in each case to the extentprovided, but only to the extenthowever, that the total amount to be indemnified by each Holder pursuant to this SECTION 2.11(b) shall be limited to such untrue statement Holders’ pro rata portion of the net proceeds (or alleged untrue statementafter deducting the underwriters’ discounts and commissions) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company received by such Holder and stated in the offering to be specifically for use thereinwhich the Registration Statement or prospectus relates.

Indemnification by the Holders. Each In connection with any registration statement in which a Holder willis participating, if each such Holder will furnish to the Company in writing such information with respect to such Holder as the Company reasonably requests for use in connection with any registration statement or prospectus covering the Registrable Securities held of such Holder and to the extent permitted by him are included in the securities as law agrees to which such registration, qualification or compliance is being effected, indemnify and hold harmless the Company, each of its directors and directors, officers and agents and each underwriter, if any, of the Company's securities covered by such a registration statement, each person Person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities 1933 Act or the 1934 Act) the Company and the rules and regulations thereunder, each any other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholderHolder, against all any losses, claims, losses, damages, liabilities and expenses and liabilities (or actions in respect thereof) arising out of or based on upon any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein in the registration statement or prospectus or preliminary prospectus (in the case of the prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon on and in conformity with the written information or signed affidavit with respect to such Holder so furnished in writing by such Holder expressly for use in the registration statement or prospectus; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Holders and the liability of each such Holder shall be in proportion to and limited to the net amount (after deducting underwriters’ discounts and commissions) received by such Holder from the sale of Registrable Securities pursuant to a registration statement in accordance with the terms of this Agreement. The Company and the Holders hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by the applicable Holders, the only information furnished or to be furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (a) the beneficial ownership of Registrable Securities by such Holder and stated to be specifically for use thereinits Affiliates and (b) the name and address of such Holder.

Indemnification by the Holders. Each In connection with any Registration Statement in which a Holder willis participating, if Registrable Securities held by him are included such participation each Holder agrees to severally and not jointly indemnify, hold harmless and defend, to the same extent and in the securities same manner as to which such registrationis set forth in subsection (e)(i) above, qualification or compliance is being effected, indemnify the Company, each of its directors and directors, each of its officers who signs a Registration Statement, each of the Company’s agents or representatives, and each underwriterperson or entity, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act and or the rules and regulations thereunderExchange Act (each, each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholdera “Company Indemnified Person”), against all claimsany Claim or Indemnified Damages to which any of them may become subject, lossesunder the Securities Act, damagesthe Exchange Act or otherwise, expenses and liabilities (to the extent such Claim or actions in respect thereof) arising out of or based on Indemnified Damages arises directly from any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or actionViolation, in each case to the extent, but and only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document Violation occurs in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use thereinin connection with such Registration Statement; and, subject to subsection (e)(v) below, such Holder will reimburse any legal or other reasonable expenses incurred by them in connection with investigating or defending any such Claim; provided, however, that the indemnity agreement contained in this subsection (e)(ii) and the agreement with respect to contribution set forth below shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of such Holder, which consent shall not be unreasonably withheld; provided, further, however, that the Holder shall be liable under this subsection (e)(ii) for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to such Holder as a result of the sale of the Registrable Shares pursuant to a Registration Statement giving rise to such liability. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Company Indemnified Person. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this subsection (e)(ii) with respect to any prospectus shall not inure to the benefit of any Company Indemnified Person if the untrue statement or omission of material fact contained in the prospectus was corrected on a timely basis in the prospectus, as then amended or supplemented.

Indemnification by the Holders. Each In connection with any Registration Statement in which there are Participating Holders, each such Participating Holder willshall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and shall indemnify, if Registrable Securities held severally and not jointly, to the fullest extent permitted by him are included in the securities as to which such registrationlaw, qualification or compliance is being effected, indemnify the Company, each of its directors and officers Affiliates and each underwriter, if any, of the Company's securities covered by such a registration statement, each person Person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act Act) and the rules their respective officers and regulations thereunder, each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholder, against all losses, claims, losses, damages, liabilities and expenses and liabilities (or actions in respect thereof) arising out of or based on upon any untrue statement (or alleged untrue statement) statement of a material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any such registration statement, prospectus, offering circular amendment thereof or other document, supplement thereto or any omission (or alleged omission) to state therein omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is the same are made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information relating to such Holder furnished in writing to the Company by such Holder and stated expressly for use therein or caused by such Holder’s failure to deliver to such Holder’s immediate purchaser a copy of the Registration Statement or Prospectus or any amendments or supplements thereto (if the same was required by applicable law to be specifically so delivered) after the Company has furnished such Holder with a sufficient number of copies of the same; provided, however, that the liability of each such Holder shall be in proportion to and limited to the net amount received by such Holder from the sale of Registerable Securities pursuant to such Registration Statement. The indemnification provided for use thereinunder this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified Person or any officer, director or controlling Person of such indemnified Person and shall survive the transfer of securities.

Indemnification by the Holders. Each Holder will, if Registrable Securities held by him are included in severally (and not jointly) agrees to indemnify and hold harmless the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, Company and each of its directors and officers Affiliates, directors, employees, members, managers, agents and each underwriter, if any, of the Company's securities covered by such a registration statement, each person Person who controls the Company (other than such Holder) or such underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the rules and regulations thereunder, each other such Holder and each of their officers, directors and partnersExchange Act), and each any underwriter that facilitates the sale of Registrable Securities and any Person controlling who controls such Holder underwriter (within the meaning of Section 15 of the Securities Act or other stockholderSection 20 of the Exchange Act) to the fullest extent permitted by applicable law, from and against any and all claims, losses, damages, expenses and liabilities (Losses to which they or actions in respect thereof) arising any of them may become subject insofar as such Losses arise out of or are based on upon any untrue statement (or alleged untrue statement) statement of a material fact contained in a Registration Statement pursuant to which Registrable Securities were registered, Prospectus, preliminary prospectus, Issuer Free Writing Prospectus or Holder Free Writing Prospectus included in any such registration statement, prospectus, offering circular or other documentRegistration Statement, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary in the case of any Prospectus, preliminary prospectus, Issuer Free Writing Prospectus or Holder Free Writing prospectus, in light of the circumstances under which they were made, to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extentextent (except with respect to a Holder Free Writing Prospectus), that any such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) omission is made contained in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with any written information furnished to the Company by or on behalf of such Holder and stated specifically for inclusion therein; provided, however, that the total amount to be specifically indemnified by such Holder pursuant to this Section 9(b) shall be limited to the net proceeds (after deducting underwriters’ discounts and commissions) received by such Holder in the offering to which such Registration Statement, Prospectus, preliminary prospectus or Free Writing Prospectus relates; provided, further, that a Holder shall not be liable in any case to the extent that prior to the filing of any such Registration Statement, Prospectus, preliminary prospectus or Issuer Free Writing Prospectus or any amendment thereof or supplement thereto, each Holder has furnished in writing to the Company, information expressly for use thereinin, and within a reasonable period of time prior to the effectiveness of such Registration Statement or the use of the Prospectus, preliminary prospectus or Issuer Free Writing Prospectus, or any amendment thereof or supplement thereto which corrected or made not misleading information previously provided to the Company. This indemnity agreement will be in addition to any liability which any such Holder may otherwise have.

Indemnification by the Holders. Each Electing Holder willagrees, if Registrable Securities held by him are included in the securities as to which such registrationseverally and not jointly, qualification or compliance is being effected, to: (i) indemnify the Company, each of its directors and officers and each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls hold harmless the Company (other than such Holder) or such underwriter within for purposes of the meaning of Section 6, the “Company Indemnified Person”), against any Losses to which the Company may become subject, under the Securities Act and the rules and regulations thereunderor otherwise, each other insofar as such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and liabilities (or actions in respect thereof) arising Losses arise out of or are based on any upon an untrue statement (or alleged untrue statement) statement of a material fact contained in any such registration statement, prospectusor any preliminary, offering circular final or other documentfree writing prospectus contained therein or furnished by the Company to any such Electing Holder, or any amendment or supplement thereto, or arise out of or are based upon the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that (A) such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statement, prospectus, offering circular or other document in reliance upon and in full conformity with written information furnished to the Company by such Electing Holder and stated to be specifically expressly for use thereintherein and (B) such Electing Holder had a reasonable opportunity to review the relevant registration statement or preliminary, final or free writing prospectus contained therein or amendment or supplement thereto prior to its filing and failed to correct such statement or omission; and (ii) reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that no such Electing Holder shall be required to undertake liability to any person under this Section 6(b) for any amounts in excess of the dollar amount of the net proceeds actually received by such Electing Holder from the sale of such Electing Holder’s Registrable Securities pursuant to such registration.

Indemnification by the Holders. Each Holder will, if Registrable Securities held by him such Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, and each of its directors officers, directors, legal counsel and officers accountants, and each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholderAct, against all claims, losses, damages, expenses damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Holder of any rule or regulation promulgated under the Act or any state securities laws applicable to the Holder and relating to action or inaction required by the Holder in connection with any such registration, qualification or compliance, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder indemnified person for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by or on behalf of such Holder and stated to be specifically for use therein. Each Holder shall also indemnify and hold harmless any underwriter of the Registrable Securities, their officers, directors, partners, members and agents 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; provided, however, that in no event shall any indemnity obligation under this Section 4.2 exceed the dollar amount of the net proceeds actually received by such Holder from the sale of Registrable Securities which gave rise to such indemnification obligations under such registration statement or prospectus.

Indemnification by the Holders. Each Holder willagrees, if as a consequence of the inclusion of any of its Registrable Securities held by him are included in the securities as a Registration Statement, severally and not jointly, to which such registration, qualification or compliance is being effected, (i) indemnify and hold harmless the Company, each of its directors and (including any person who, with his or her consent, is named in the Registration Statement as a director nominee of the Company), its officers and each underwriterperson, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of either Section 15 of the Securities Act and or Section 20 of the rules and regulations thereunder, each other such Exchange Act ("Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholderIndemnified Person"), against all any losses, claims, damages or liabilities to which the Holder Indemnified Person may become subject, under the Securities Act or otherwise, insofar as such losses, damagesclaims, expenses and damages or liabilities (or actions in respect thereof) arising arise out of or are based on any upon an untrue statement (or alleged untrue statement) statement of a material fact contained in any such registration statement, prospectus, offering circular Registration Statement or other document, Prospectus or any arise out of or are based upon the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in light of the circumstances under which they were made, in the case of the Prospectus), not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in by such registration statement, prospectus, offering circular or other document Holder in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically holder expressly for use therein; provided, however, that no Holder shall be liable under this Section 6(b) for any amount in excess of the gross proceeds paid to such Holder in respect of shares sold by it, and (ii) reimburse the Holder Indemnified Person for any legal or other expenses incurred in connection with investigating or defending any such action or claim as such expenses are incurred.

Indemnification by the Holders. Each Holder willagrees, if as a consequence of the inclusion of any of its Registrable Securities held by him are included in the securities as a Registration Statement, severally and not jointly, to which such registration, qualification or compliance is being effected, (i) indemnify and hold harmless the Company, each of its directors and (including any person who, with his or her consent, is named in the Registration Statement as a director nominee of the Company), its officers and each underwriterperson, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of either Section 15 of the Securities Act and or Section 20 of the rules and regulations thereunder, each other such Exchange Act (“Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholderIndemnified Person”), against all any losses, claims, damages or liabilities to which the Holder Indemnified Person may become subject, under the Securities Act or otherwise, insofar as such losses, damagesclaims, expenses and damages or liabilities (or actions in respect thereof) arising arise out of or are based on any upon an untrue statement (or alleged untrue statement) statement of a material fact contained in any such registration statement, prospectus, offering circular Registration Statement or other document, Prospectus or any arise out of or are based upon the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in light of the circumstances under which they were made, in the case of the Prospectus), not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in by such registration statement, prospectus, offering circular or other document Holder in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically holder expressly for use therein; provided, however, that no Holder shall be liable under this Section 6(b) for any amount in excess of the gross proceeds paid to such Holder in respect of shares sold by it, and (ii) reimburse the Holder Indemnified Person for any legal or other expenses incurred in connection with investigating or defending any such action or claim as such expenses are incurred.

Indemnification by the Holders. Each Holder willThe Company may require, if as a condition to including any Registrable Securities held by him are included in any registration statement filed pursuant to Section 2(b) hereof, that the securities as Company shall have received an undertaking reasonably satisfactory to which it from the Electing Holder of such registrationRegistrable Securities, qualification or compliance is being effectedseverally and not jointly, to (i) indemnify and hold harmless the Company, each of its directors the Guarantors, and officers and each underwriterall other Electing Holders, if anyagainst any losses, of claims, damages or liabilities to which the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) Guarantors, or such underwriter within the meaning of other Electing Holders may become subject, under the Securities Act and the rules and regulations thereunderor otherwise, each other insofar as such Holder and each of their officerslosses, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and damages or liabilities (or actions in respect thereof) arising arise out of or are based on any upon an untrue statement (or alleged untrue statement) statement of a material fact contained in any such registration statement, prospectusor any preliminary, offering circular final or other documentsummary prospectus contained therein or furnished by the Company to any such Electing Holder, or any amendment or supplement thereto, or arise out of or are based upon the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Electing Holder and stated to be specifically expressly for use therein, and (ii) reimburse the Company and the Guarantors for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that no such Electing Holder shall be required to undertake liability to any person under this Section 5(b) for any amounts in excess of the dollar amount of the proceeds received by such Electing Holder from the sale of such Electing Holder’s Registrable Securities pursuant to such registration.

Indemnification by the Holders. Each Holder will, if Registrable Securities held by him are included in severally (and not jointly) agrees to indemnify and hold harmless the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, Company and each of its directors Affiliates, directors, employees, members, managers and officers agents and each underwriter, if any, of the Company's securities covered by such a registration statement, each person Person who controls the Company (other than such Holder) or such underwriter within the meaning of either the Securities Act or the Exchange Act, to the fullest extent permitted by applicable law, from and the rules against any and regulations thereunderall losses, each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, damages or liabilities to which they or any of them may become subject insofar as such losses, damagesclaims, expenses and damages or liabilities (or actions in respect thereof) arising arise out of or are based on upon any untrue statement (or alleged untrue statement) statement of a material fact contained in a Registration Statement as originally filed or in any amendment thereof, or in the Disclosure Package or any Holder Free Writing Prospectus, preliminary, final or summary Prospectus included in any such registration statement, prospectus, offering circular or other documentRegistration Statement, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that any such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) omission is made contained in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with any written information relating to such Holder furnished to the Company by or on behalf of such Holder and stated specifically for inclusion therein; provided, however, that the total amount to be specifically indemnified by such Holder pursuant to this Section 9(b) shall be limited to the net proceeds (after deducting underwriters’ discounts and commissions) received by such Holder in the offering to which such Registration Statement or Prospectus relates; provided, further, that a Holder shall not be liable in any case to the extent that prior to the filing of any such Registration Statement or Disclosure Package, or any amendment thereof or supplement thereto, each Holder has furnished in writing to the Company, information expressly for use thereinin, and within a reasonable period of time prior to the effectiveness of such Registration Statement or Disclosure Package, or any amendment thereof or supplement thereto which corrected or made not misleading information previously provided to the Company. This indemnity agreement will be in addition to any liability which any such Holder may otherwise have.

Indemnification by the Holders. Each Holder willholder of Registrable Securities, if severally and not jointly, will (i) indemnify and hold harmless the Issuers and all other holders of Registrable Securities, against any losses, claims, damages or liabilities to which the Issuers or such other holders of Registrable Securities held by him are included in the securities as to which such registrationmay become subject, qualification or compliance is being effected, indemnify the Company, each of its directors and officers and each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of under the Securities Act and the rules and regulations thereunderor otherwise, each other insofar as such Holder and each of their officerslosses, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and damages or liabilities (or actions in respect thereof) arising arise out of or are based on any upon an untrue statement (or alleged untrue statement) statement of a material fact contained in any such registration statement, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus, offering circular ” as defined in Rule 433) contained therein or other documentfurnished by the Issuers to any such Electing Holder, or any amendment or supplement thereto, or arise out of or are based upon the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company Issuers by such Electing Holder and stated to be specifically expressly for use therein, and (ii) reimburse the Issuers for any legal or other expenses reasonably incurred by the Issuers in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that no such Electing Holder shall be required to undertake liability to any person under this Section 6(b) for any amounts in excess of the dollar amount of the proceeds to be received by such Electing Holder from the sale of such Electing Holder’s Registrable Securities pursuant to such registration.

Indemnification by the Holders. Each selling Holder will, if of Registrable Securities held agrees (severally and not jointly) to indemnify and hold harmless, to the full extent permitted by him are included in the securities as to which such registrationlaw, qualification or compliance is being effected, indemnify the Company, each of its directors and directors, officers and partners, and each underwriter, if any, of the Company's securities covered by such a registration statement, each person Person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules Exchange Act), and regulations thereunder, each other such selling Holder and each of Registrable Securities, their respective officers, directors and partners, and each Person controlling who controls (within the meaning of the Securities Act or the Exchange Act) such Holder or other stockholderPerson, from and against all claims, losses, damages, expenses and liabilities any Losses resulting from (or actions in respect thereofi) arising out of or based on any untrue or allegedly untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein omission of a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference 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, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement or omission had been contained in any information furnished in writing by such selling Holder to the Company expressly for inclusion in such Registration Statement, and (ii) any misstatement in or omission from any representation or warranty, or any breach of covenant or agreement, in each case made or deemed made by such Holder in any underwriting or similar agreement entered by into by such Holder in connection with the particular registration. Each Holder also shall indemnify any underwriters of the Registrable Securities, their officers, directors and partners, and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Company. The liability of any Holder for indemnification under this Section 2.7 in its capacity as a seller of Registrable Securities shall not exceed the lesser of (i) that proportion of the total of such losses, claims, damages, expenses or liabilities indemnified against equal to the proportion of the total securities sold under such registration statement held by such Investor, and (ii) the amount equal to the net proceeds to such Holder of the securities sold in any such registration; provided that no selling holder shall be required to indemnify any Person against any Losses arising from any untrue statement or alleged untrue statement) statement of a material fact contained in, or omission or alleged omission of a material fact from, a preliminary Prospectus (or alleged omissionnecessary to make the statements therein not misleading) is made that has been corrected in such registration statementthe form of Prospectus included in the Registration Statement at the time it becomes effective, prospectus, offering circular or other document in reliance upon and in conformity any amendment or supplement thereto filed with written information furnished the SEC pursuant to Rule 424(b) under the Securities Act prior to the Company by time of sale of Registrable Securities that gives rise to such Holder and stated to be specifically for use thereinLosses.

Indemnification by the Holders. Each Holder will, if In the event of any registration of any Registrable Securities held by him are included under the Securities Act pursuant to this Agreement, each Holder shall, severally and not jointly, indemnify and hold harmless (in the securities same manner and to the same extent as to which such registration, qualification or compliance is being effected, indemnify the Companyset forth in Section 7.1 hereof) Lionsgate, each director and officer of its directors and officers Lionsgate and each underwriterother Person, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter Lionsgate within the meaning of the Securities Act and the rules and regulations thereunder, Exchange Act (each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholderbeing sometimes referred to as a “Company Indemnified Person”), against all claimsLosses to which Lionsgate or any such Persons may become subject under the Securities Act or otherwise, losses, damages, expenses and liabilities to the extent that such Losses (or related actions in respect thereofor proceedings) arising arise out of or are based on upon (A) any untrue statement (or alleged untrue statement) statement of a any material fact contained in any such Registration Statement in which Registrable Securities were included for registration statement, prospectus, offering circular or other documentunder the Securities Act, or any omission preliminary Prospectus or any final Prospectus included in such Registration Statement (or any amendment or supplement to such Registration Statement or Prospectus), or (B) any omission or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, (in the case of the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made) not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extentcase, but only to the extent, extent that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statementRegistration Statement, prospectuspreliminary Prospectus, offering circular final Prospectus, amendment or other document supplement in reliance upon and in conformity with written information furnished to Lionsgate by such Holder, or on such Holder’s behalf, specifically for inclusion, respectively, in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; and each Holder agrees to reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that a Holder’s aggregate liability under this Agreement shall be limited to an amount equal to the Company net proceeds (after deducting the underwriter’s discount and expenses) received by such Holder and stated from the sale of such Holder’s Registrable Securities pursuant to be specifically for use thereinsuch registration.

Indemnification by the Holders. Each Holder willholder of Securities, if severally and not jointly, will (i) indemnify and hold harmless the Issuer, each Guarantor and all other holders of Registrable Securities, against any losses, claims, damages or liabilities to which the Issuer, each Guarantor or such other holders of Registrable Securities held by him are included in the securities as to which such registrationmay become subject, qualification or compliance is being effected, indemnify the Company, each of its directors and officers and each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of under the Securities Act and the rules and regulations thereunderor otherwise, each other insofar as such Holder and each of their officerslosses, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and damages or liabilities (or actions in respect thereof) arising arise out of or are based on any upon an untrue statement (or alleged untrue statement) statement of a material fact contained in any such registration statement, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus, offering circular ” as defined in Rule 433) contained therein or other documentfurnished by the Issuer to any such Electing Holder, or any amendment or supplement thereto, or arise out of or are based upon the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company Issuer by such Electing Holder and stated to be specifically expressly for use therein, and (ii) reimburse the Issuer and each Guarantor for any legal or other expenses reasonably incurred by the Issuer and each Guarantor in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that no such Electing Holder shall be required to undertake liability to any person under this Section 6(b) for any amounts in excess of the dollar amount of the proceeds to be received by such Electing Holder from the sale of such Electing Holder’s Registrable Securities pursuant to such registration.

Indemnification by the Holders. Each Holder will, if Registrable Securities held by him or issuable to such Holder are included in the securities as to which such registration, qualification or compliance a registration is being effected, indemnify the Company, each of its directors and officers and each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules and regulations thereunder, each other such Holder and each of their officers, directors and partnersAct, and each Person other Holder, each of such other Holder’s officers and directors and each person controlling such Holder or other stockholderHolder, against all claims, losses, damages, costs, expenses and liabilities of any nature whatsoever (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular Registration Statement or other documentthat prospectus incident to any such registration, or arising out of or based on 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, or any violation by such Holder of the Securities Act or any state securities law or of any rule or regulation promulgated under the Securities Act or any state securities law applicable to such Holder and relating to action or inaction required of such Holder in connection with any such registration, and will reimburse the Company, each of its directors such other Holders, and officerssuch directors, each underwriter or control Person, each officers and other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, cost, expense, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular Registration Statement or other document prospectus in reliance upon and in conformity with written information furnished to the Company by such indemnifying Holder and stated to be specifically for use therein, except that the foregoing indemnity agreement is subject to the condition that, insofar as it relates to any such untrue statement (or alleged untrue statement) or omission (or alleged omission) made in the preliminary prospectus but eliminated or remedied in the Final Prospectus, such indemnity agreement shall not inure to the benefit of the Company or any Holder if a copy of the Final Prospectus was furnished to the person or entity asserting the claim, loss, damage, cost, expense, liability or action at or prior to the time such action was required by the Securities Act. The liability of any indemnifying Holder under this Section 3.4(b) shall be limited in respect of any Registration Statement to an amount equal to the aggregate proceeds received in respect of the Registrable Securities sold by such Holder under such Registration Statement.

Indemnification by the Holders. Each Holder willholder of Registrable Securities, if severally and not jointly, will (i) indemnify and hold harmless the Issuers, the Guarantors, and all other holders of Registrable Securities, against any losses, claims, damages or liabilities to which the Issuers, the Guarantors or such other holders of Registrable Securities held by him are included in the securities as to which such registrationmay become subject, qualification or compliance is being effected, indemnify the Company, each of its directors and officers and each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of under the Securities Act and the rules and regulations thereunderor otherwise, each other insofar as such Holder and each of their officerslosses, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and damages or liabilities (or actions in respect thereof) arising arise out of or are based on any upon an untrue statement (or alleged untrue statement) statement of a material fact contained in any such registration statement, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus, offering circular ” as defined in Rule 433) contained therein or other documentfurnished by the Issuers to any such Electing Holder, or any amendment or supplement thereto, or arise out of or are based upon the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company Issuers by such Electing Holder and stated to be specifically expressly for use therein, and (ii) reimburse the Issuers and the Guarantors for any legal or other expenses reasonably incurred by the Issuers and the Guarantors in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that no such Electing Holder shall be required to undertake liability to any person under this Section 6(b) for any amounts in excess of the dollar amount of the proceeds to be received by such Electing Holder from the sale of such Electing Holder’s Registrable Securities pursuant to such registration.

Indemnification by the Holders. Each Holder will, if Registrable Securities held by him are included in severally (and not jointly) agrees to indemnify and hold harmless the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, Company and each of its directors and officers Affiliates, directors, employees, members, managers, agents and each underwriter, if any, of the Company's securities covered by such a registration statement, each person Person who controls the Company (other than such Holder) or such underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the rules and regulations thereunder, each other such Holder and each of their officers, directors and partnersExchange Act), and each any underwriter that facilitates the sale of Registrable Securities and any Person controlling who controls such Holder underwriter (within the meaning of Section 15 of the Securities Act or other stockholderSection 20 of the Exchange Act) to the fullest extent permitted by applicable law, from and against any and all claims, losses, damages, expenses and liabilities (Losses to which they or actions in respect thereof) arising any of them may become subject insofar as such Losses arise out of or are based on upon any untrue statement (or alleged untrue statement) statement of a material fact contained in any such registration statementRegistration Statement pursuant to which Registrable Securities were registered, Prospectus, preliminary prospectus, offering circular or other documentroad show, Issuer Free Writing Prospectus included in any such Registration Statement, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary in the case of any Prospectus, preliminary prospectus, road show, Issuer Free Writing Prospectus, in light of the circumstances under which they were made, to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that any such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) omission is made contained in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with any written information furnished to the Company by or on behalf of such Holder and stated specifically for inclusion therein; provided, however, that the maximum amount to be specifically indemnified by such Holder pursuant to this Section 10(b) shall be limited to the net proceeds (after deducting underwriters’ discounts and commissions) received by such Holder in the Public Offering to which such Registration Statement, Prospectus, preliminary prospectus, road show or Issuer Free Writing Prospectus relates; provided, further, that a Holder shall not be liable in any case to the extent that prior to the filing of any such Registration Statement, Prospectus, preliminary prospectus, road show or Issuer Free Writing Prospectus or any amendment thereof or supplement thereto, each Holder has furnished in writing to the Company, information expressly for use thereinin, and within a reasonable period of time prior to the effectiveness of such Registration Statement or the use of the Prospectus, preliminary prospectus, road show or Issuer Free Writing Prospectus, or any amendment thereof or supplement thereto which corrected or made not misleading information previously provided to the Company. This indemnity agreement will be in addition to any liability which any such Holder may otherwise have.

Indemnification by the Holders. Each Holder willshall, if Registrable Securities held to the full extent permitted by him are included in law, indemnify and hold harmless the securities as Company and its Affiliates, and their respective managing directors, officers, directors, managers, officers, employees and agents (each, a "Company Indemnified Party") against any Losses to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors and officers and each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than or any such Holder) or such underwriter within the meaning of Company Indemnified Party may become subject under the Securities Act and the rules and regulations thereunderor otherwise, each other insofar as such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and liabilities Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arising arise out of or are based on upon any untrue statement (or alleged untrue statement) statement of a any material fact contained in any such registration statementstatement of the Company, prospectusany preliminary prospectus of the Company, offering circular final prospectus of the Company or other documentsummary prospectus contained therein, or any amendment or supplement thereto, or 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 prospectus, in the light of the circumstances under which they were made) not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that if such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any Company Indemnified Party and shall survive the transfer of such shares by such seller. Such Holder shall also indemnify each other Person that participates (including as an underwriter) in the offering or sale of Registrable Securities, and stated such Person's Affiliates, and their respective managing directors, officers, directors, managers, officers, employees and agents, to be specifically for use thereinthe same extent as provided above with respect to the Company.

Indemnification by the Holders. Each Holder willof Registrable Securities, if severally and not jointly, which Registrable Securities held by him are included in a registration pursuant to the securities as to which such registrationprovisions of this Agreement, qualification or compliance is being effected, will indemnify and hold harmless the Company, each of its directors and officers and each underwriterperson, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules and regulations thereunderAct, each other officer of the Company who signs the Registration Statement including such Holder Registrable Securities, each director of the Company, each underwriter and any person who controls the underwriter and each of their officers, directors successors from and partnersagainst, and each Person will reimburse the Company and such officer, director, underwriter or controlling such Holder or other stockholderperson with respect to, against any and all claims, actions, demands, losses, damages, liabilities, costs or expenses and liabilities (to which the Company or actions in respect thereof) arising such officer, director, underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such claims, actions, demands, losses, damages, liabilities, costs or expenses arise out of or are based on upon any untrue statement (or alleged untrue statement) of a any material fact contained in such Registration Statement, any such registration statement, prospectus, offering circular prospectus contained therein or other documentany amendment or supplement thereto, or any arise out of or are based upon the omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they are made, not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling ; PROVIDED that such Holder or other stockholder for any legal or any other expenses reasonably incurred will be liable in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that any such claim, action, demand, loss, damage, liability, cost or expense arises out of or is based upon an untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in strict conformity with written information furnished to the Company by such Holder and stated to be specifically for use thereinin the preparation thereof.

Indemnification by the Holders. Each Holder willagrees, if Registrable Securities held severally and not jointly, to indemnify and hold harmless, to the fullest extent permitted by him are included in the securities as to which such registration, qualification or compliance is being effected, indemnify law the Company, each of its directors directors, officers, stockholders, employees, agents, attorneys, and officers investment advisers and each underwriterPerson, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, or is under common control with, or is controlled by, the Company, together with its Controlling Person, from and the rules and regulations thereunder, each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses Damages to which the Company and liabilities any Controlling Persons may become subject under the Securities Act insofar as such Damages (or actions proceedings in respect thereof) arising arise out of or are based on upon any untrue or alleged untrue statement of material fact contained in any Registration Statement (or any amendment thereto) pursuant to which Registrable Securities were registered under the Securities Act (including all documents incorporated therein by reference), or caused by any omission or alleged omission to state therein a material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading, or caused by any untrue statement (or alleged untrue statement) statement of a material fact contained in any such registration statement, prospectus, offering circular Prospectus (as amended or other documentsupplemented if the Company shall have furnished any amendments or supplements thereto), 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 light of the circumstances under which they were made not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only if and to the extent, extent that such Damages arise out of or are based upon any such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is made omission based upon information relating to such Holder furnished in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished writing to the Company by such Holder (or by a Person authorized to provide such information on behalf of such Holder) expressly for inclusion therein; provided, however, that (i) such selling Holder shall not be liable in any such case to the extent that such Damages result from the failure of the Company to promptly amend or take action to correct or supplement any such Registration Statement or Prospectus on the basis of corrected or supplemental information provided in writing by such selling Holder to the Company expressly for such purpose and stated to (ii) the total amount for which a Holder shall be specifically for use thereinliable hereunder shall not in any event exceed the aggregate proceeds received by such Holder from the sale of Registrable Securities in such registration.

Indemnification by the Holders. Each In connection with any registration statement in which a Holder willis participating, if each such Holder will furnish to the Company in writing such information with respect to such Holder as the Company reasonably requests for use in connection with any registration statement or prospectus covering the Registrable Securities held Shares of such Holder and to the extent permitted by him are included in the securities as law agrees to which such registration, qualification or compliance is being effected, indemnify and hold harmless the Company, each of its directors and directors, officers and agents and each underwriter, if any, of the Company's securities covered by such a registration statement, each person Person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities 1933 Act or the ▇▇▇▇ ▇▇▇) the Company and the rules and regulations thereunder, each any other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholderHolder, against all any losses, claims, losses, damages, liabilities and expenses and liabilities (or actions in respect thereof) arising out of or based on upon any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein in the registration statement or prospectus or preliminary prospectus (in the case of the prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon on and in conformity with the written information or signed affidavit with respect to such Holder so furnished in writing by such Holder expressly for use in the registration statement or prospectus; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Holders and the liability of each such Holder shall be in proportion to and limited to the net amount received by such Holder from the sale of Registrable Shares pursuant to a registration statement in accordance with the terms of this Agreement. The Company and the Holders hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders, the only information furnished or to be furnished to the Company for use in any registration statement or prospectus relating to the Registrable Shares or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (a) transactions or the relationship between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of Registrable Shares by such holder and its Affiliates, (c) the name and address of such Holder and stated (d) any additional information about such Holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be specifically for use thereindisclosed in any such document.

Indemnification by the Holders. Each Holder will, if In connection with any registration statement in which a holder of Registrable Securities held is participating, such holder, or an authorized officer of such holder, shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any registration statement or prospectus and agrees, severally and not jointly, to indemnify, to the full extent permitted by him are included in the securities as to which such registrationlaw, qualification or compliance is being effected, indemnify the Company, each of its directors directors, officers, agents and officers and each underwriter, if any, of the Company's securities covered by such a registration statementemployees, each person Person who controls the Company (other than such Holder) or such underwriter within the meaning of Section 15 of the Securities Act and Section 20 of the rules Exchange Act), and regulations thereunderthe directors, each other such Holder and each of their officers, directors agents or employees of such controlling persons, from and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and liabilities (or actions in respect thereof) Losses arising out of or based on upon any untrue statement (or alleged untrue statement) statement of a material fact contained in any such registration statement, prospectus (including free-writing prospectuses), or form of prospectus, offering circular or other document, arising out of or based upon any omission (or alleged omission) to state therein omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) statement is contained in, or such omission (or alleged omissionomission is required to be contained in, any information which (i) relates solely to such holder’s individual ownership of the Registrable Securities, (ii) is made furnished in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished writing to the Company by such Holder and stated to be specifically holder solely in its capacity as a holder of Registrable Securities, expressly for use in such registration statement or prospectus and (iii) that such statement or omission was relied upon by the Company in preparation of such registration statement, prospectus or form of prospectus; provided, however, that such holder of Registrable Securities shall not be liable in any such case to the extent that the holder has furnished in writing to the Company within a reasonable period of time prior to the filing of any such registration statement or prospectus or amendment or supplement thereto information expressly for use in such registration statement or prospectus or any amendment or supplement thereto which corrected or made not misleading, information previously furnished to the Company, and the Company failed to include such information therein. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds (net of payment of all expenses) received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party.

Indemnification by the Holders. Each Holder severally (and not jointly) will, if in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by him are included in the securities as to which such registration, qualification or compliance is being effectedselling Holder, indemnify and hold harmless the Company, each of its directors officers, employees, affiliates, directors, partners, members, attorneys and officers agents and each underwriterunderwriter (if any), and each other selling Holder and each other Person, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter Person within the meaning of the Securities Act and the rules and regulations thereunder, each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholderAct, against all any losses, claims, judgments, damages or liabilities, insofar as such losses, damagesclaims, expenses and judgments, damages or liabilities (or actions in respect thereof) arising arise out of or are based on upon any untrue statement (or alleged allegedly untrue statement) statement of a material fact contained in any Registration Statement under which the sale of such registration statementRegistrable Securities was registered under the Securities Act, any preliminary prospectus, offering circular final prospectus, any Free Writing Prospectus or other documentsummary prospectus contained in the Registration Statement, or any amendment or supplement thereto, or arise out of or are based upon any omission (or the alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements statement therein not misleading, and will reimburse if the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is was made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished in writing to the Company by such selling Holder and stated to be specifically expressly for use therein, or any untrue statement or alleged untrue statement of a material fact in the information conveyed to any purchaser at the time of the sale to such purchaser, or the omission or alleged omission to state therein a material fact required to be stated therein, and shall reimburse the Company, its directors and officers, and each other selling holder or controlling Person for any legal or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss, claim, damage, liability or action; provided, however, that the total amount to be indemnified by such Holder pursuant to this Section 10.2 shall be limited to the net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by such Holder in the offering to which such Registration Statement relates; provided, further, that a Holder shall not be liable in any case to the extent that prior to the filing of any such Registration Statement, any preliminary prospectus, final prospectus, any Free Writing Prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement thereto, each Holder has furnished in writing to the Company, information expressly for use in, and within a reasonable period of time prior to the effectiveness of such Registration Statement, any preliminary prospectus, final prospectus, any Free Writing Prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement thereto which corrected or made not misleading information previously provided to the Company.

Indemnification by the Holders. Each Holder will, if Registrable Securities held by him are included in severally (and not jointly) agrees to indemnify and hold harmless the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, Company and each of its directors Affiliates, directors, employees, members, managers and officers agents and each underwriter, if any, of the Company's securities covered by such a registration statement, each person Person who controls the Company (other than such Holder) or such underwriter within the meaning of either the Securities Act or the Exchange Act, to the fullest extent permitted by applicable law, from and the rules against any and regulations thereunder, each other all Losses to which they or any of them may become subject insofar as such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and liabilities (or actions in respect thereof) arising Losses arise out of or are based on upon any untrue statement (or alleged untrue statement) statement of a material fact contained in a Registration Statement as originally filed or in any amendment thereof, or in the Disclosure Package or any Holder Free Writing Prospectus, preliminary, final or summary Prospectus included in any such registration statement, prospectus, offering circular or other documentRegistration Statement, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that any such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) omission is made contained in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with any written information relating to such Holder furnished to the Company by or on behalf of such Holder and stated specifically for inclusion therein; provided, however, that the total amount to be specifically indemnified by such Holder pursuant to this Section 10(b) shall be limited to the net proceeds (after deducting underwriters’ discounts and commissions) received by such Holder in the offering to which such Registration Statement or Prospectus relates; provided, further, that a Holder shall not be liable in any case to the extent that prior to the filing of any such Registration Statement or Disclosure Package, or any amendment thereof or supplement thereto, such Holder has furnished in writing to the Company, information expressly for use thereinin, and within a reasonable period of time prior to the effectiveness of such Registration Statement or Disclosure Package, or any amendment thereof or supplement thereto which corrected or made not misleading information previously provided to the Company. This indemnity agreement will be in addition to any liability which any such Holder may otherwise have.

Indemnification by the Holders. Each Holder willholder of Registrable Securities, if severally and not jointly, will (i) indemnify and hold harmless the Issuer and all other holders of Registrable Securities, against any losses, claims, damages or liabilities to which the Issuer or such other holders of Registrable Securities held by him are included in the securities as to which such registrationmay become subject, qualification or compliance is being effected, indemnify the Company, each of its directors and officers and each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of under the Securities Act and the rules and regulations thereunderor otherwise, each other insofar as such Holder and each of their officerslosses, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and damages or liabilities (or actions in respect thereof) arising arise out of or are based on any upon an untrue statement (or alleged untrue statement) statement of a material fact contained in any such registration statement, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus, offering circular ” as defined in Rule 433) contained therein or other documentfurnished by the Issuer to any such Electing Holder, or any amendment or supplement thereto, or arise out of or are based upon the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company Issuer by such Electing Holder and stated to be specifically expressly for use therein, and (ii) reimburse the Issuer for any legal or other expenses reasonably incurred by the Issuer in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that no such Electing Holder shall be required to undertake liability to any person under this Section 6(b) for any amounts in excess of the dollar amount of the proceeds to be received by such Electing Holder from the sale of such Electing Holder’s Registrable Securities pursuant to such registration.

Indemnification by the Holders. Each Holder willAs a condition to including the Warrant Shares in any Shelf Registration Statement filed in accordance with ARTICLE 2 hereof, if Registrable Securities held the Holders will indemnify, severally and not jointly, to the fullest extent permitted by him are included in the securities as to which such registrationlaw, qualification or compliance is being effected, indemnify the Company, each of its directors and officers and each underwriter, if any, of the Company's securities covered by such a registration statement, each person Person who controls the Company (other than such Holder) or such underwriter within the meaning of Section 15 of the Securities Act and Section 20 of the rules Exchange Act) the Company, from and regulations thereunder, each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and liabilities (or actions in respect thereof) Losses arising out of or based on any untrue statement (or alleged untrue statement) statement of a material fact contained in any such registration statement, prospectus, offering circular Shelf Registration Statement or other documentany amendment thereof or supplement thereto or any document incorporated by reference therein relating to a sale of the Warrant Shares pursuant to the Shelf Registration Statement, or any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in connection with a sale of the Warrant Shares pursuant to the Shelf Registration Statement, and will reimburse reimburse, severally and not jointly, the Company, each of its such directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or actionLoss, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular Shelf Registration Statement or other any amendment thereof or supplement thereto or any document incorporated by reference therein in reliance upon and in conformity with written information furnished to the Company by the Holders expressly for inclusion in the Shelf Registration Statement; provided, however, that the obligations of the Holders hereunder shall not apply to amounts paid in settlement of any such Holder Losses (or actions in respect thereof) if such settlement is effected without the consent of the Holders (which consent shall not be unreasonably delayed or withheld); and stated provided, further, that the liability of the Holders shall be limited to be specifically for use thereinthe net proceeds received by the Holders from the sale of Registrable Securities covered by such Shelf Registration Statement containing such untrue or alleged untrue statement or omission (less the aggregate amount of any damages which the Holders have otherwise been required to pay in respect of such Losses or any substantially similar Losses arising from the sale of such Registrable Securities).

Indemnification by the Holders. Each To the extent permitted by law, each Holder will, if Registrable Securities held by him such Holder are included in the securities as to which such registration, qualification or compliance is being effectedRegistration Statement, indemnify and hold harmless the Company, each of its directors and officers directors, its officers, and each underwriterPerson, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act Act, and the rules and regulations thereunderany other Holder selling securities under such Registration Statement or any of such other Holder's partners, each other such Holder and each of their directors or officers, directors and partnersif any, and each Person controlling who control such Holder or other stockholderHolder, against all any losses, claims, losses, damages, liabilities or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, to which the Company or any such director, officer, controlling Person, or other such Holder, partner, director, or officer, if any, or controlling such other Holder may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arising arise out of or are based on upon any untrue statement (or alleged untrue statement) statement of a material fact contained in any such the Registration Statement for registration statement, prospectus, offering circular or other documentof the Registrable Securities, or final prospectus contained therein or any amendments or supplements thereto, or arise out of or are based upon the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but extent (and only to the extent) that such losses, that claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise out of or are based upon any such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission made in such registration statement, prospectus, offering circular or other document therein in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically expressly for use thereinin connection with such registration.

Indemnification by the Holders. Each Electing Holder willagrees, if as a consequence of the inclusion of any of such holder’s Registrable Securities held by him are included in the securities as any Registration Statement, severally and not jointly, to which such registration, qualification or compliance is being effected, (i) indemnify and hold harmless the Company, each of its directors and directors, its officers who sign such Registration Statement and each underwriterperson, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of either Section 15 of the Securities Act and or Section 20 of the rules and regulations thereunder, each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholderExchange Act, against all any losses, claims, damages or liabilities to which the Company or such other persons may become subject, under the Securities Act or otherwise, insofar as such losses, damagesclaims, expenses and damages or liabilities (or actions in respect thereof) arising arise out of or are based on any upon an untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular Registration Statement or other documentProspectus, or any amendment or supplement thereto, or arise out of or are based upon the omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is was made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by or on behalf of such Holder holder and stated to be specifically expressly for use therein., provided, however, the foregoing indemnity agreement shall not inure to the Indemnified Person who was notified of the inaccurate material information or omission prior to such use of Prospectus and (ii) reimburse the Company and its directors and its officers who sign such Registration Statement for any legal or other expenses reasonably incurred by the Company and such directors and officers in connection with investigating or defending any such action or claim as such expenses are incurred. For the purposes of this subsection (b), the Company may rely on written information furnished to the Company by an Indemnified Person via electronic mail if such electronic mail is followed within five (5) days thereof by a written instrument meeting the requirements set forth in the foregoing sentence. The liability of each Electing Holder shall be in proportion to and limited to the net amount received by such Electing Holder from the sale of Registrable Securities pursuant to such Registration Statement

Indemnification by the Holders. Each In connection with any registration or qualification in which a Holder willis participating, if Registrable Securities held by him are included in the securities as to which each such registration, qualification or compliance is being effected, Holder shall indemnify and hold harmless the Company, each present or past member of its directors the Board, each past or present officer, employee, retained professional, agent and officers investment adviser, each past or present external advisor or manager, of the Company, underwriter, broker or other Person acting on behalf of the Company, and each underwriterother Person, if any, who Controls any of the Company's securities covered by foregoing, together with the members, partners, officers, directors, managers, trustees, stockholders, employees, retained professionals, agents and investment advisers of such Controlling Person, against any losses, claims, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ fees and expenses), joint or several, to which the Company or any such indemnitees may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities and expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact in or omission or alleged omission to state a material fact from such registration statement, each person who controls the Company (other than any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon information provided by such Holder or on such Holder’s behalf, (ii) any untrue statement or alleged untrue statement of a material fact in or omission or alleged omission to state a material fact from such underwriter within the meaning offering statement, any preliminary offering circular or final offering circular contained therein, or any amendment or supplement thereto, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon information provided by such Holder or on such Holder’s behalf or (iii) any violation or alleged violation of the Securities Act or state securities laws or rules thereunder by such Holder. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the rules Company or any such Board member, officer, employee, agent, investment adviser or Controlling Person and regulations thereundershall survive the transfer of such securities by any Holder. The obligation of a Holder to indemnify will be several and not joint, each other among the Holders and shall be limited to the net proceeds (after underwriting fees, commissions or discounts) actually received by such Holder and each from the sale of their officers, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any Registrable Securities pursuant to such registration statement, prospectus, or the sale of Qualifiable Securities pursuant to such offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular except in the case of fraud or other document in reliance upon and in conformity with written information furnished to the Company willful misconduct by such Holder and stated to be specifically for use thereinHolder.

Indemnification by the Holders. In connection with any Registration Statement in which any Holder is participating pursuant to SECTION 2.1, SECTION 2.2 or SECTION 2.5 hereof, each Holder shall promptly furnish to the Company in writing such information with respect to such Holder as the Company may reasonably request or as may be required by law for use in connection with any such Registration Statement or prospectus and all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading or necessary to cause such Registration Statement not to omit a material fact with respect to such Holder necessary in order to make the statements therein not misleading. Each Holder will, if Registrable Securities held by him are included in the securities as agrees to which such registration, qualification or compliance is being effected, indemnify and hold harmless the Company, each of its directors and officers partners, directors, officers, Affiliates, any underwriter retained by the Company and each underwriter, if any, of the Company's securities covered by such a registration statement, each person Person who controls the Company (other than such Holder) or such underwriter (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) from and the rules against any and regulations thereunder, each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and liabilities (or actions in respect thereof) Liabilities arising out of or based on upon any untrue untrue, or allegedly untrue, statement (or alleged untrue statement) of a material fact contained in any such registration statementRegistration Statement, prospectus, offering circular prospectus or other document, preliminary prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or arising out of or based upon any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse misleading (or in the Company, each case of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or actionprospectus, in each case to light of the extentcircumstances such statements were made), but if and only to the extent, extent that such Liability arises out of or is based upon any untrue statement (or alleged omission or alleged untrue statement) statement or omission (or alleged omission) is made contained in such registration statementRegistration Statement, prospectus, offering circular preliminary prospectus or other document final prospectus in reliance upon and in conformity with written information concerning such Holder furnished to the Company in writing by such Holder and stated to be specifically expressly for use therein, provided, however, that the total amount to be indemnified by each Holder pursuant to this SECTION 2.11(b) shall be limited to such Holders’ pro rata portion of the net proceeds (after deducting the underwriters’ discounts and commissions) received by such Holder in the offering to which the Registration Statement or prospectus relates.

Indemnification by the Holders. Each Holder willHolder, if Registrable Securities held by him are included in the securities as to which such registrationseverally and not jointly with any other Holder, qualification or compliance is being effectedshall indemnify and hold harmless Hecla, indemnify the Companyits directors, managers, officers, affiliates and employees, each of its directors and officers and each underwriter, if any, of the Company's securities covered by such a registration statement, each person who Person that controls the Company Hecla (other than such Holder) or such underwriter within the meaning of Section 15 of the Securities Act and Section 20 of the rules Exchange Act), and regulations thereunderthe directors, each other such Holder and each of their managers, officers, directors affiliates and partnersemployees of such controlling Person (collectively, the “Hecla Indemnified Parties”), to the full extent permitted by applicable law, from and each Person controlling such Holder or other stockholder, against all claimsLosses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review), lossesto which the Hecla Indemnified Parties may become subject under the Securities Act or otherwise, damages, expenses and liabilities (or actions in respect thereof) arising solely out of or based on solely upon any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statementRegistration Statement, prospectus, offering circular or other documentany Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or based solely upon any omission (or alleged omission) to state therein of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made contained in such registration statement, prospectus, offering circular or other document any information so furnished in reliance upon and in conformity with written information furnished to the Company writing by such Holder and stated to be Hecla specifically for inclusion in the Registration Statement or such Prospectus. Notwithstanding anything to the contrary contained herein, each Holder shall be liable under this Section 6.b for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement. No Holder shall be liable for any Losses under this Section 6.b where such Holder furnished in writing to Hecla information expressly for use thereinin, and within a reasonable period of time prior to the effectiveness of, the Registration Statement or any amendments or supplements thereto which corrected or made not misleading information previously provided to Hecla.

Indemnification by the Holders. Each To the extent permitted by law, each Holder will, if Registrable Securities held by him such Holder are included in the securities as to which such registration, qualification or compliance is being effectedRegistration Statement, indemnify and hold harmless the Company, each of its directors and officers directors, its officers, and each underwriterPerson, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act Act, and the rules and regulations thereunderany other Holder selling securities under such Registration Statement or any of such other Holder's partners, each other such Holder and each of their directors or officers, directors and partnersif any, and each Person controlling who control such Holder or other stockholderHolder, against all any losses, claims, losses, damages, liabilities or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, to which the Company or any such director, officer, controlling Person, or other such Holder, partner, director, or officer, if any, or controlling such other Holder may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arising arise out of or are based on upon any untrue statement (or alleged untrue statement) statement of a material fact contained in any such the Registration Statement for registration statement, prospectus, offering circular or other documentof the Registrable Securities, or final prospectus contained therein or any amendments or supplements thereto, or arise out of or are based upon the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but extent (and only to the extent) that such losses, that claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise out of or are based upon any such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission made in such registration statement, prospectus, offering circular or other document therein in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically expressly for use thereinin connection with such registration; provided that the liability of each Holder under this Section 2.10(b) shall be limited to the amount received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by the Holders. Each Holder will, if In the event of any registration of any Registrable Securities held by him are included under the Securities Act pursuant to this Agreement, each Holder shall indemnify and hold harmless (in the securities same manner and to the same extent as to which such registration, qualification or compliance is being effected, indemnify set forth in Section 7.1 hereof) the Company, each director and officer of its directors and officers the Company and each underwriterother Person, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, (each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholderperson being sometimes referred to as a "COMPANY INDEMNIFIED PERSON"), against all claimsLosses to which the Company or any such Persons may become subject under the Securities Act or otherwise, losses, damages, expenses and liabilities to the extent that such Losses (or related actions in respect thereofor proceedings) arising arise out of or are based on upon (A) any untrue statement (or alleged untrue statement) statement of a any material fact contained in any such registration statement, prospectus, offering circular or other documentstatement in which Registrable Securities were included for registration under the Securities Act, or any omission preliminary prospectus or any final prospectus included in such registration statement (or any amendment or supplement to such registration statement or prospectus), or (B) any omission or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extentcase, but only to the extent, extent that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statement, preliminary prospectus, offering circular final prospectus, amendment or other document supplement in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be Holder, or on such Holder's behalf, specifically for use thereininclusion, respectively, in such registration statement, preliminary prospectus, final prospectus, amendment or supplement; and each Holder agrees to reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that (i) a Holder's aggregate liability under this Agreement shall be limited to an amount equal to the net proceeds (after deducting the underwriter's discount but before deducting expenses) received by such Holder from the sale of such Holder's Registrable Securities pursuant to such registration and (ii) the obligation to indemnify shall be several, not joint, among the Holders.

Indemnification by the Holders. Each selling Holder will, if of Registrable Securities held agrees (severally and not jointly) to indemnify and hold harmless, to the full extent permitted by him are included in the securities as to which such registrationlaw, qualification or compliance is being effected, indemnify the Company, each of its directors and directors, officers and partners, and each underwriter, if any, of the Company's securities covered by such a registration statement, each person Person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules Exchange Act), and regulations thereunder, each other such selling Holder and each of Registrable Securities, their respective officers, directors and partners, and each Person controlling who controls (within the meaning of the Securities Act or the Exchange Act) such Holder or other stockholderPerson, from and against all claims, losses, damages, expenses and liabilities any Losses resulting from (or actions in respect thereofi) arising out of or based on any untrue or allegedly untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein omission of a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference 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, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement or omission had been contained in any information furnished in writing by such selling Holder to the Company expressly for inclusion in such Registration Statement, and (ii) any misstatement in or omission from any representation or warranty, or any breach of covenant or agreement, in each case made or deemed made by such Holder in any underwriting or similar agreement entered by into by such Holder in connection with the particular registration. Each Holder also shall indemnify any underwriters of the Registrable Securities, their officers, directors and partners, and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Company. The liability of any Holder for indemnification under this Section 2.7 in its capacity as a seller of Registrable Securities shall not exceed the lesser of (i) that proportion of the total of such losses, claims, damages, expenses or liabilities indemnified against equal to the proportion of the total securities sold under such registration statement held by such Investor, and (ii) the amount equal to the net proceeds to such Holder of the securities sold in any such registration; provided that no selling holder shall be required to indemnify any Person against any Losses arising from any untrue statement or alleged untrue statement) statement of a material fact contained in, or omission or alleged omission of a material fact from, a preliminary Prospectus (or alleged omissionnecessary to make the statements therein not misleading) is made that has been corrected in such registration statementthe form of Prospectus included in the Registration Statement at the time it becomes effective, prospectus, offering circular or other document in reliance upon and in conformity any amendment or supplement thereto filed with written information furnished the SEC pursuant to Rule 424(b) under the Securities Act prior to the Company by such Holder and stated time of sale of Registrable Securities that gives rise to be specifically for use therein.such

Indemnification by the Holders. Each selling Holder willagrees (severally and not jointly) to indemnify and hold harmless, if Registrable Securities held to the fullest extent permitted by him are included in the securities as to which such registrationlaw, qualification or compliance is being effected, indemnify the Company, each of its directors and officers and each underwriter, if any, of the Company's securities covered by such a registration statement, each person Person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act or the Exchange Act) from and the rules and regulations thereunder, each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and liabilities any Losses resulting from (or actions in respect thereofi) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement under which such registration statementRegistrable Securities were registered or sold under the Securities Act, prospectusany final, offering circular preliminary or other documentsummary prospectus contained therein, any Free Writing Prospectus, or any amendment or supplement to any of the foregoing or any documents incorporated by reference therein or (ii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made contained in any information furnished in writing by such selling Holder to the Company specifically for inclusion in such registration statement, prospectusfinal, offering circular preliminary or other document summary prospectus contained therein, or any Free Writing Prospectus, or any amendment or supplement to any of the foregoing, and has not been corrected in reliance upon and in conformity a subsequent writing prior to or concurrently with written information furnished the sale of the Registrable Securities to the Company Person asserting the claim. 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 Holder under the sale of Registrable Securities giving rise to such indemnification obligation less any amounts paid by such Holder pursuant to Section 3.4 and stated any amounts paid by such Holder as a result of liabilities incurred under the underwriting agreement, if any, related to such sale. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information furnished in writing by such Persons specifically for use thereininclusion in any prospectus or registration statement.

Indemnification by the Holders. Each Holder of the Holders will, if Registrable Securities held by him it are included in the securities as to which such registration, qualification or compliance Registration Statement is being effected, severally and not jointly, indemnify the Company, each of its directors and officers officers, and each underwriter, if any, of the Company's securities covered by such a registration statement, each person Person who controls "controls" the Company (other than such Holder) or such underwriter within the meaning of SEC Rule 405 under the Securities Act, Section 15 of the Securities Act and or Section 20 of the rules and regulations thereunder, each other such Holder and each of their officers, directors and partnersExchange Act, and each Person controlling such Holder or other stockholderHolder, against all claims, losses, damages, expenses and liabilities (or actions in respect thereof) Claims arising out of or based on (i) any untrue statement (actual or alleged untrue statement) statement of a material fact contained in any such registration statement, prospectus, offering circular or other documentfact, or any omission (or alleged omission) to state therein omission of a material fact required to be stated therein or necessary in order to make the statements statement included or incorporated therein not misleading, contained in the Registration Statement, prospectus, or other offering document based solely upon written information furnished to the Company by or on behalf of such Holder and stated to be specifically for use therein, or (ii) any untrue statement or omission of a material fact required to make such statement not misleading in any prospectus that is corrected in any subsequent prospectus that was delivered to such Holder before the pertinent sale or sales by such Holder, and will reimburse the Company, each of its directors and directors, officers, each underwriter partners, members or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder Persons for any legal or any other expenses reasonably incurred in connection with investigating or and defending any such claim, loss, damage, liability or actionClaim, in each the case of subsection (i) above to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statementthe Registration Statement, prospectus, offering circular memorandum or other document in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder and stated to be specifically for use therein; provided, however, that, to the extent permitted by law, the several obligations of each of the Holders hereunder shall be limited to an amount equal to the net proceeds received by such Holder from the sale of the Registrable Securities pursuant to the Registration Statement.

Indemnification by the Holders. Each Holder of the Holders will, if Registrable Securities held by him it are included in the securities as to which such registration, qualification or compliance Registration Statement is being effected, indemnify the Company, each of its directors and officers officers, and each underwriter, if any, of the Company's securities covered by such a registration statement, each person Person who controls “controls” the Company (other than such Holder) or such underwriter within the meaning of SEC Rule 405 under the Securities Act and the rules and regulations thereunder, each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholderAct, against all claims, losses, damages, expenses and liabilities (or actions in respect thereof) Claims arising out of or based on any untrue statement (actual or alleged untrue statement) statement of a material fact contained in any such registration statement, prospectus, offering circular or other documentfact, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary in order to make the statements statement included or incorporated therein not misleading, contained in the Registration Statement, prospectus, or other offering document made by or on behalf of such Holder, and will reimburse the Company, each of its directors and directors, officers, each underwriter partners, members or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder Persons for any legal or any other expenses reasonably incurred in connection with investigating or and defending any such claim, loss, damage, liability or actionClaim, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statementthe Registration Statement, prospectus, offering circular prospectus or other document in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder and stated to be specifically for use therein; provided, however, that the indemnity obligations of each of the Holders hereunder shall be limited to an amount equal to the net proceeds received by such Holder from the sale of the Registrable Securities pursuant to the Registration Statement; and provided, further, that the only information that a Holder will be required to furnish to the Company for use in any Registration Statement or prospectus relating to the Registrable Securities, or in any amendment, supplement or preliminary materials associated therewith will be statements specifically relating to (a) the beneficial ownership of Company securities by such Holder and its affiliates and (b) the name and address of such Holder. In no event shall a Holder be jointly liable with any other Holder as a result of its indemnification obligations.

Indemnification by the Holders. Each Holder will, if shall: (a) Furnish in writing all information to the Company concerning itself and its holdings of securities of the Company as shall be required in connection with the preparation and filing of any registration statement covering any Registrable Securities held by him are included in the securities as to which such registration, qualification or compliance is being effected, indemnify Securities; and (b) Indemnify and hold harmless the Company, each of its directors and directors, each of its officers and who has signed any registration statement covering any Registrable Securities, each underwriterperson, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act and any underwriter (as defined in the rules and regulations thereunder, each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholderSecurities Act) for the Company, against all any losses, claims, damages or liabilities to which the Company or any such director, officer, controlling person or underwriter may become subject under the Securities Act or otherwise, insofar as such losses, damagesclaims, expenses and damages or liabilities (or actions in respect thereof) are caused by any untrue or alleged untrue statement of any material fact contained in any registration statement under which Registrable Securities were registered under the Securities Act, the prospectus contained therein, or any amendment or supplement thereto, or arising out of or based on any untrue statement (upon the omission or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, ; in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished in writing to the Company by such Holder expressly for inclusion in any of the foregoing documents, and stated each Holder shall reimburse the Company and any such underwriter, officer, director or controlling person for any legal or other expenses reasonably incurred by the Company or any such director, officer or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action. Each Holder’s liability under this Section 2.5 shall be limited to an amount equal to the net proceeds (after deducting any applicable underwriting discount and expenses associated with the Registrable Securities sold thereunder) received by such Holder from the sale of Registrable Securities by such Holder. The remedies provided in this Section 2.5 are not exclusive and shall not limit any rights or remedies which may otherwise be specifically for use thereinavailable to the Company at law or in equity.

Indemnification by the Holders. Each Holder will, if of Registrable Securities held by him are included in severally (and not jointly) agrees to indemnify and hold harmless the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors and officers Company and each underwriter, if any, of the Company's securities covered by such a registration statement, each person Person who controls the Company (other than such Holder) or such underwriter within the meaning of either the Securities Act and or the rules and regulations thereunderExchange Act, each other such Holder Affiliate of the Company, and each of their all directors, officers, directors employees, members, managers and partnersagents of the foregoing Persons, to the fullest extent permitted by applicable law, from and each Person controlling against any and all Losses to which they or any of them may become subject insofar as such Holder or other stockholder, against all claims, losses, damages, expenses and liabilities (or actions in respect thereof) arising Losses arise out of or are based on upon any untrue statement (or alleged untrue statement) statement of a material fact contained in a Registration Statement as originally filed or in any amendment thereof, or in the Disclosure Package or any Free Writing Prospectus, preliminary, final or summary Prospectus included in any such registration statement, prospectus, offering circular or other documentRegistration Statement, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that any such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) omission is made contained in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with any written information relating to such Holder furnished to the Company by or on behalf of such Holder and stated specifically for inclusion therein; provided, however, that the total amount to be specifically indemnified by such Holder pursuant to this Section 10(b) shall be limited to the net proceeds (after deducting underwriters’ discounts and commissions) received by such Holder in the offering to which such Registration Statement or Prospectus relates; and provided, further, that a Holder shall not be liable in any case to the extent that prior to the filing of any such Registration Statement, Disclosure Package, Prospectus, or Free Writing Prospectus or any amendment thereof or supplement thereto, each Holder has furnished in writing to the Company, information expressly for use thereinin, and within a reasonable period of time prior to the effectiveness of such Registration Statement or use of such Disclosure Package, Prospectus, or Free Writing Prospectus or any amendment thereof or supplement thereto which corrected or made not misleading information previously provided to the Company. This indemnity obligation will be in addition to any liability which any such Holder may otherwise have.

Indemnification by the Holders. Each Holder willand any Agents and Underwriters. The Issuer may require, if as a condition to including any Registrable Securities held by him are included in any registration statement filed pursuant to Section 2(b) hereof that each Electing Holder agrees, as a consequence of the securities as to which inclusion of any of such registrationElecting Holder's Registrable Securities in such registration statement, qualification or compliance is being effected, indemnify the Company, each of its directors and officers and each underwriter, selling agent or other securities professional, if any, which facilitates the disposition of such Registrable Securities shall agree, as a consequence of facilitating such disposition of Registrable Securities, severally and not jointly, to (i) indemnify and hold harmless the Company's securities covered by such a registration statementIssuer, each person who controls the Company (Guarantor, and all other than such Holder) holders of Registrable Securities, against any losses, claims, damages or liabilities to which the Issuer, the Guarantor or such underwriter within the meaning other holders of Registrable Securities may become subject, under the Securities Act and the rules and regulations thereunderor otherwise, each other insofar as such Holder and each of their officerslosses, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and damages or liabilities (or actions in respect thereof) arising arise out of or are based on any upon an untrue statement (or alleged untrue statement) statement of a material fact contained in any such registration statementstatement or any preliminary, prospectus, offering circular final or other documentsummary prospectus contained therein, or any amendment or supplement thereto, or arise out of or are based upon the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company Issuer by such Holder and stated to be specifically Electing Holder, underwriter, selling agent or other securities professional expressly for use therein, and (ii) reimburse the Issuer and the Guarantor for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that no such Electing Holder shall be required to undertake liability to any person under this Section 5(b) for any amounts in excess of the dollar amount of the proceeds to be received by such Electing Holder from the sale of such Electing Holder's Registrable Securities pursuant to such registration.

Indemnification by the Holders. Each Holder willand any Agents and Underwriters. The Issuers may require, if as a condition to including any Registrable Securities held by him are in any registration statement filed pursuant to Section 2(b) hereof and to entering into any underwriting agreement or similar agreement with respect thereto, that the Issuers shall have received an undertaking reasonably satisfactory to them from the Electing Holder of such Registrable Securities included in a Shelf Registration Statement and from each underwriter or agent named in any such underwriting agreement or similar agreement, severally and not jointly, to (i) indemnify and hold harmless the securities as Issuers and all other holders of Registrable Securities, against any losses, claims, damages or liabilities to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors and officers and each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) Issuers or such underwriter within the meaning other holders of Registrable Securities may become subject, under the Securities Act and the rules and regulations thereunderor otherwise, each other insofar as such Holder and each of their officerslosses, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and damages or liabilities (or actions in respect thereof) arising arise out of or are based on any upon an untrue statement (or alleged untrue statement) statement of a material fact contained in any such registration statement, prospectusor any preliminary, offering circular final or other documentsummary prospectus contained therein or furnished by the Issuers to any such Electing Holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company Issuers by such Electing Holder and stated to be specifically or underwriter expressly for use therein, and (ii) reimburse the Issuers for any legal or other expenses reasonably incurred by the Issuers in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that no such Electing Holder shall be required to undertake liability to any person under this Section 6(b) for any amounts in excess of the dollar amount of the proceeds to be received by such Electing Holder from the sale of such Electing Holder's Registrable Securities pursuant to such registration.

Indemnification by the Holders. Each Holder willHolder, if Registrable Securities held by him are included in the securities as to which such registrationseverally and not jointly, qualification or compliance is being effected, shall indemnify and hold harmless the Company, each of its officers, directors and officers employees and each underwriterperson, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and the rules against any and regulations thereunderall losses, each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, liabilities and expenses whatsoever as incurred (including, but not limited to, reasonable attorneys' fees and any and all reasonable expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim made whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions action in respect thereof) arising arise out of of, or are based on upon: (i) any untrue statement (or alleged untrue statement) statement of a material fact contained in any such registration statement, prospectus, offering circular or other document, the Shelf Registration Statement or any amendment thereto or any related preliminary prospectus or the Prospectus or any amendment thereto of supplement thereof; or (ii) the omission (or alleged omission) omission to state therein a in the Shelf Registration Statement or any amendment thereto or any related preliminary prospectus or the Prospectus or any amendment thereto of supplement thereof any material fact required to be stated therein or necessary to make the statements therein (in the case of any related preliminary prospectus or the Prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that any such loss, claim, damage, liability or expense arises out of or is based upon any untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission made in such registration statement, prospectus, offering circular or other document therein was made in reliance upon and in conformity with written information pertaining to such Holder and furnished to the Company by or on behalf of such Holder and stated to be specifically expressly for use therein. The foregoing indemnity agreement is in addition to any liability that any Holder may otherwise have to any indemnified party.

Indemnification by the Holders. Each Holder will, if Registrable Securities held by him are included in In the securities as to which such event of any registration, qualification or compliance is being effectedeffected pursuant to Sections 3 or 4 hereof, each Holder selling Registrable Securities pursuant thereto shall indemnify and hold harmless the Company, each director of its directors the Company, each officer of the Company and officers and each other person, if any, who controls the Company within the meaning of the Securities Act, each underwriter, if any, of the Company's securities covered by such a registration statement, and each person who controls any of the Company (other than such Holder) or such underwriter foregoing persons within the meaning of the Securities Act (each a "Holder Indemnitee" and collectively the rules and regulations thereunder"Holder Indemnitees"), in each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholdercase, against all any losses, claims, damages or liabilities, joint or several, to which a Holder Indemnitee may become subject under the Securities Act or otherwise, insofar as such losses, damagesclaims, expenses and damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arising arise out of or are based on upon (i) any breach of any representation, warranty, agreement or covenant of such Holder contained in the underwriting agreement covering the -11- 12 public offering of such Registrable Securities or (ii) untrue statement (or alleged untrue statement) statement of a any material fact contained in any registration statement under which such registration statementRegistrable Securities were registered under the Securities Act pursuant to Sections 3 or 4, any preliminary prospectus, offering circular final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any other documentdocument incident to any such registration, qualification or compliance, or any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder Indemnitee for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, loss, damage, liability or action, in each case to the extent, but only to the extentextent that any such loss, that such claim, damage or liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information pertaining to such Holder, as such, furnished in writing to the Company by such Holder and stated to be specifically for use thereinin such document; provided, however, that the foregoing indemnity agreement is subject to the condition that, insofar as it relates to any such untrue statement or alleged untrue statement or omission or alleged omission made in the preliminary prospectus but eliminated or remedied in the amended prospectus on file with the Commission at the time the registration statement becomes effective or in the Final Prospectus, such indemnity agreement shall not inure to the benefit of the Company, any controlling person or any underwriter, if the Company had an obligation under the Securities Act to deliver the Final Prospectus to the person or entity asserting the loss, liability, claim or damage and such Final Prospectus was not so furnished at or prior to the time such furnishing is required by the Securities Act; and provided, further, that, in the case of a registration pursuant to Section 3 or 4 hereof, in no event shall any indemnity by a seller under this Section 9(b) exceed the gross proceeds from the offering received by such seller. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, underwriter or controlling person, shall survive the transfer of such Registrable Securities by any such Holder or underwriter, and shall be in addition to any liability which any such Holder may otherwise have.

Indemnification by the Holders. Each Holder will, if holder of Registrable Securities held by him are included in a registration pursuant to the securities as to which such registration, qualification or compliance is being effected, provisions of Sections 2.1 and 2.2 hereof will indemnify and hold harmless the Company, each of its directors and officers officers, any controlling person and each underwriterany underwriter from and against, if any, of and will reimburse the Company's securities covered by such a registration statement, each its directors and officers, any controlling person who controls and any underwriter with respect to, any and all loss, damage, liability, cost or expense to which the Company (other than such Holder) or such any controlling person and/or any underwriter within the meaning of may become subject under the Securities Act and the rules and regulations thereunderor otherwise, each other insofar as such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, liabilities, costs or expenses and liabilities (or actions in respect thereof) arising out of or based on are caused by any untrue statement (or alleged untrue statement) statement of a any material fact contained in the Registration Statement, any such registration statement, prospectus, offering circular prospectus contained therein or other documentany amendment or supplement thereto, or any arise out of or are based upon the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was so made in such registration statement, prospectus, offering circular or other document in reliance upon and in strict conformity with written information furnished by or on behalf of such Holder specifically for use in the preparation thereof and provided further, that the maximum amount that may be recovered from any holder shall be limited to the Company net amount of proceeds received by such Holder and stated to be specifically for use thereinfrom the sale of the Registrable Securities.

Indemnification by the Holders. Each In the event of any registration of any securities of the Company under the 1933 Act, each Holder will, if Registrable Securities held by him are included in the securities as and hereby does agree to which such registration, qualification or compliance is being effected, indemnify and hold harmless the Company, each of its directors and officers officers, each other Person who participates as an underwriter in the offering or sale of such securities and each underwriterother Person, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or any such underwriter within the meaning of the Securities 1933 Act and the rules and regulations thereunderagainst any losses, each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, damages or liabilities, joint or several, to which the Company or any such director or officer or underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, damagesclaims, expenses and damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arising arise directly out of or based on of: (i) any untrue statement (or alleged untrue statement) statement of a any material fact contained in any registration statement under which such registration statementsecurities were registered under the 1933 Act, any preliminary prospectus, offering circular final prospectus or other documentsummary prospectus contained therein, or any amendment or supplement thereto, or (ii) any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and each Holder will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder Company and each of their officerssuch director, directors officer, underwriter and partners and each Person controlling such Holder or other stockholder person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, lossliability, damageaction or proceeding, liability or action, in each case to the extent, but only to the extent, that if such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such Holder and stated to be of Registrable Securities specifically stating that it is for use thereinin the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. Any such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such Holder.

Indemnification by the Holders. Each Holder willshall, if Registrable Securities held to the full extent permitted by him are included in law, indemnify and hold harmless the securities as Company and its Affiliates, and their respective managing directors, officers, directors, managers, officers, employees and agents (each, a “Company Indemnified Party”) against any Losses to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors and officers and each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than or any such Holder) or such underwriter within the meaning of Company Indemnified Party may become subject under the Securities Act and the rules and regulations thereunderor otherwise, each other insofar as such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and liabilities Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arising arise out of or are based on upon any untrue statement (or alleged untrue statement) statement of a any material fact contained in any such registration statementstatement of the Company, prospectusany preliminary prospectus of the Company, offering circular final prospectus of the Company or other documentsummary prospectus contained therein, or any amendment or supplement thereto, or 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 prospectus, in the light of the circumstances under which they were made) not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that if such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder and stated to be specifically for use thereinin the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any Company Indemnified Party and shall survive the transfer of such shares by such seller. Such Holder shall also indemnify each other Person that participates (including as an underwriter) in the offering or sale of Registrable Securities, and such Person’s Affiliates, and their respective managing directors, officers, directors, managers, officers, employees and agents, to the same extent as provided above with respect to the Company.

Indemnification by the Holders. Each Holder willof Registrable Securities, if severally and not jointly, which Registrable Securities held by him are included in a registration pursuant to the securities as to which such registrationprovisions of this Agreement, qualification or compliance is being effected, will indemnify and hold harmless the Company, each of its directors and officers and each underwriterperson, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules and regulations thereunderAct, each other officer of the Company who signs the Registration Statement including such Holder Registrable Securities, each director of the Company, each underwriter and any person who controls the underwriter and each of their officers, directors successors from and partnersagainst, and each Person will reimburse the Company and such officer, director, underwriter or controlling such Holder or other stockholderperson with respect to, against any and all claims, actions, demands, losses, damages, liabilities, costs or expenses and liabilities (to which the Company or actions in respect thereof) arising such officer, director, underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such claims, actions, demands, losses, damages, liabilities, costs or expenses arise out of or are based on upon any untrue statement (or alleged untrue statement) of a any material fact contained in such Registration Statement, any such registration statement, prospectus, offering circular prospectus contained therein or other documentany amendment or supplement thereto, or any arise out of or are based upon the omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they are made, not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling ; provided that such Holder or other stockholder for any legal or any other expenses reasonably incurred will be liable in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that any such claim, action, demand, loss, damage, liability, cost or expense arises out of or is based upon an untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in strict conformity with written information furnished by such Holder specifically for use in the preparation thereof. The liability of each Holder under this Section shall be limited to the Company proportion of any such claim, action, demand, loss, damage, liability, cost or expense which is equal to the proportion that the public offering price of the Registrable Securities sold by such Holder under such registration statement bears to the total offering price of all securities sold thereunder, but not, in any event, to exceed the proceeds received by such Holder from the sale of Registrable Securities covered by such Registration Statement. This indemnity shall survive the transfer of such securities by such Holder and stated to be specifically for use thereinthe underwriter.

Indemnification by the Holders. Each Holder will, if selling holder of Registrable Securities held agrees (severally and not jointly) to indemnify and hold harmless, to the full extent permitted by him are included in law, the securities as to which such registrationIssuer, qualification or compliance is being effectedits directors, indemnify the Company, each of its directors and officers and partners, and each underwriter, if any, of the Company's securities covered by such a registration statement, each person Person who controls the Company Issuer (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules Exchange Act), and regulations thereunder, each other such Holder and each selling holder of Registrable Securities, their respective officers, directors and partners, and each Person controlling who controls (within the meaning of the Securities Act or the Exchange Act) such Holder or other stockholderPerson, from and against all claims, losses, damages, expenses and liabilities (or actions in respect thereof) arising out of or based on any Losses resulting from any untrue or allegedly untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein omission of a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference 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, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made had been contained in any information furnished in writing by such selling holder to the Issuer expressly for inclusion in such registration statementRegistration Statement. This indemnity shall be in addition to any liability such holder may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Issuer or any Indemnified Party. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the net proceeds received by such holder under the sale of the Registrable Securities giving rise to such indemnification obligation. Each holder also shall indemnify any underwriters of the Registrable Securities, prospectustheir officers, offering circular or other document in reliance upon directors and in conformity with written information furnished partners, and each Person who controls such underwriters (within the meaning of the Securities Act) to the Company by such Holder and stated same extent as provided above with respect to be specifically for use thereinthe indemnification of the Issuer.

Indemnification by the Holders. Each Holder willThe Company may require, if as a condition to including any Registrable Securities held by him are included in any registration statement filed pursuant to Section 2(b) hereof, that the securities as Company shall have received an undertaking reasonably satisfactory to which it from the Electing Holder of such registrationRegistrable Securities, qualification or compliance is being effectedseverally and not jointly, to (i) indemnify and hold harmless the Company, each and all other holders of its directors and officers and each underwriterRegistrable Securities, if anyagainst any losses, of claims, damages or liabilities to which the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning other holders of Registrable Securities may become subject, under the Securities Act and the rules and regulations thereunderor otherwise, each other insofar as such Holder and each of their officerslosses, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and damages or liabilities (or actions in respect thereof) arising arise out of or are based on any upon an untrue statement (or alleged untrue statement) statement of a material fact contained in any such registration statement, prospectusor any preliminary, offering circular final or other documentsummary prospectus contained therein or furnished by the Company to any such Electing Holder, or any amendment or supplement thereto, or arise out of or are based upon the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Electing Holder and stated to be specifically expressly for use therein, and (ii) reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that no such Electing Holder shall be required to undertake liability to any person under this Section 5(b) for any amounts in excess of the dollar amount of the proceeds to be received by such Electing Holder from the sale of such Electing Holder’s Registrable Securities pursuant to such registration.

Indemnification by the Holders. Each Holder willagrees to indemnify and ------------------------------ hold harmless, if Registrable Securities held to the full extent permitted by him are included in the securities as to which such registrationlaw, qualification or compliance is being effected, indemnify the Company, each of its directors directors, officers, employees and officers agents and each underwriter, if any, Controlling Person of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning from and against any and all Damages to which any of them may become subject under the Securities Act and or otherwise to the rules and regulations thereunder, each other extent such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and liabilities (or actions in respect thereof) arising Damages arise out of or are based on upon any Violation, in each case to the extent that such Violation occurs as a result of (i) any untrue statement (or alleged untrue statement) statement of a material fact contained in any such registration statement, prospectus, offering circular Registration Statement (including any related preliminary or other documentfinal Prospectus), or any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, if and will reimburse to the Company, each extent that such statement or omission arose out of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling was based upon information regarding such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information its plan of distribution which was furnished to the Company by such Holder and stated to be specifically for use therein, or (ii) the failure by such Holder to deliver or cause to be delivered to any purchaser of the shares covered by the Registration Statement the Prospectus contained in the Registration Statement (as amended or supplemented, if applicable) furnished by the Company to such Holder. Notwithstanding the foregoing, (A) in no event will a Holder have any obligation under this Section 7(b) for amounts the Company pays in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld) and (B) the total amount for which a Holder shall be liable under this Section 7(b) shall not in any event exceed the aggregate net proceeds received by such Holder from the sale of the Holder's Registrable Securities in such registration. The obligations of the Holders under this Section 7(b) shall survive the completion of any offering of Registrable Securities pursuant to a Registration Statement under this Agreement or otherwise and shall survive the termination of this Agreement.

Indemnification by the Holders. Each Electing Holder willagrees, if as a consequence of the inclusion of any of such holder's Registrable Securities held by him are included in the securities as any Registration Statement, severally and not jointly, to which such registration, qualification or compliance is being effected, (i) indemnify and hold harmless the Company, each of its directors and directors, its officers who sign such Registration Statement and each underwriterperson, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of either Section 15 of the Securities Act and or Section 20 of the rules and regulations thereunder, each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholderExchange Act, against all any losses, claims, damages or liabilities to which the Company or such other persons may become subject, under the Securities Act or otherwise, insofar as such losses, damagesclaims, expenses and damages or liabilities (or actions in respect thereof) arising arise out of or are based on any upon an untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular Registration Statement or other documentProspectus, or any amendment or supplement thereto, or arise out of or are based upon the omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is was made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by or on behalf of such Holder holder and stated to be specifically expressly for use thereintherein and (ii) reimburse the Company and its directors and its officers who sign such Registration Statement for any legal or other expenses reasonably incurred by the Company and such directors and officers in connection with investigating or defending any such action or claim as such expenses are incurred. For the purposes of this subsection (b), the Company may rely on written information furnished to the Company by an Indemnified Person via electronic mail if such electronic mail is followed within five (5) days thereof by a written instrument meeting the requirements set forth in the foregoing sentence. The liability of each Electing Holder shall be in proportion to and limited to the net amount received by such Electing Holder from the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by the Holders. Each Holder will, if Registrable Securities held by him are included in the securities as to which such registration, qualification or compliance is being effected, shall indemnify and hold harmless the Company, each of its directors directors, each of its officers who has signed a Registration Statement, legal counsel and officers and each underwriter, if any, of accountants for the Company's securities covered by such a registration statement, each person (if any) who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act and any underwriter (as defined in the rules and regulations thereunderAct) for the Company, each against any Losses to which the Company or any other such Holder and each of their officers, directors and partners, and each Person controlling indemnified person may become subject under the Act or any rule or regulation thereunder or otherwise to the extent that such Holder or other stockholder, against all claims, losses, damages, expenses and liabilities Losses (or actions in respect thereofrelated actions) arising out of or based on (i) are caused solely by any untrue statement (or alleged untrue statement) statement of a any material fact contained in any such registration statement, prospectus, offering circular or other documentpreliminary prospectus (if used prior to the effective date of the Registration Statement), or contained, on the effective date thereof, in any Registration Statement of which such Holder's Registrable Securities were the subject, the prospectus contained therein, any amendment or supplement thereto, or (ii) arise out of or are based solely upon the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder, in writing, expressly for inclusion in any of the foregoing documents; provided, however, that the aggregate liability of any Holder and stated shall not be greater than the net proceeds received by such Holder upon the sale of the Registrable Securities giving rise to be specifically for use thereinsuch indemnification obligation. This indemnity shall not apply to amounts paid in settlement of any such Loss or related action if such settlement is effected without the consent of the subject Holder.

Indemnification by the Holders. Each To the extent permitted by law, each Holder will, if Registrable Securities held by him such Holder are included in the securities as to which such registration, qualification qualifications or compliance is being effected, indemnify and hold harmless the Company, each of its directors and officers directors, its officers, its stockholders and each underwriterperson, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act Act, any underwriter and any other Holder selling securities under such registration statement or any of such other Holder’s partners, directors, managers, officers, stockholders or members or any person who controls such Holder, against any losses, claims, damages or liabilities to which the rules and regulations thereunderCompany or any such Company director, each officer or controlling person, underwriter or other such Holder, or partner, director, manager, officer, stockholder or member or controlling person of such other Holder and each of their officersmay become subject under the Securities Act, directors and partners, and each Person controlling such Holder the Exchange Act or other stockholderfederal or state law, against all insofar as such losses, claims, losses, damages, expenses and damages or liabilities (or actions in respect thereofthereto) arising arise out of or are based on upon any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or actionViolation, in each case to the extent, but extent (and only to the extent, ) that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document Violation occurs in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use thereinin connection with such registration; and each such Holder will pay as incurred any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter or other Holder, or partner, officer, director, manager, stockholder or member or controlling person of such other Holder in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this Section 2.7(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the written consent of each such Holder, which consent shall not be unreasonably withheld: provided further, that the obligation to indemnify shall be individual, not joint and several, for each such Holder and that in no event shall any indemnity under this Section 2.7 exceed the net proceeds from the offering received by such Holder.

Indemnification by the Holders. Each To the extent permitted by law, each Holder willshall, if Registrable Securities held by him such Holder are included in the securities as to which such registration, qualification qualifications or compliance is being effectedeffected pursuant to Section 2.1, Section 2.2 or Section 2.3, indemnify and hold harmless the Company, each of its directors employees, advisors, agents and directors, each of its officers and who has signed the registration statement, each underwriterPerson, if any, of the Company's securities covered by such a registration statement, each person who controls Controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules and regulations thereunder, each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholderany underwriter, against all any losses, claims, losses, damages, expenses and damages or liabilities (joint or actions several; or actions, proceedings or settlements in respect thereof) arising to which the Company or any such director, officer, legal counsel, Controlling Person underwriter may become subject under the Securities Act, the Exchange Act or other United States federal or state law, insofar as such losses, claims, damages or liabilities (or actions, proceedings or settlements in respect thereof) arise out of or are based on upon any of the following statements, omissions or Violation, in each case to the extent (and only to the extent) that such statement, omission or Violation occurs in the Company’s reasonable reliance upon and in conformity with written information furnished by such Holder, or their respective partners, officers, directors, employees, advisors, agents, underwriters or Controlling Persons expressly for use in connection with such registration: (a) untrue statement (or alleged untrue statement) statement of a material fact contained in any such registration statement, prospectus, offering circular including any preliminary prospectus or other document, final prospectus contained therein or any amendments or supplements thereto; or (b) omission (or alleged omission) omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein therein, in light of the circumstances in which they are made, not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for shall reimburse any legal or any other expenses reasonably incurred by the Company or any such employee, advisor, agent, director, officer, controlling Person or underwriter in connection with investigating or defending any such loss, claim, loss, damage, liability, action or proceeding; provided, however, that the indemnity agreement contained in this Section 3.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such Holder, which consent shall not be unreasonably withheld; and provided, further, that except for liability for fraud or actionwillful misrepresentation, in each case to no event shall any indemnity under this Section 3.2 exceed the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company net proceeds received by such Holder and stated to be specifically for use thereinin such registration. For the avoidance of doubt, the obligations of the Holders under this Section 3.2 are several but not joint.

Indemnification by the Holders. Each Holder will, if Registrable Securities held by him are included in the securities as to which such registration, qualification or compliance is being effected, severally and not jointly shall indemnify the Companyand hold harmless First Avenue, each of its directors and officers and officers, each underwriterperson, if any, who controls First Avenue within the meaning of Section 15 of the Company's securities covered by such a registration statement1933 Act, and each person who controls the Company agent and any underwriter (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules and regulations thereunder▇▇▇▇ ▇▇▇) for First Avenue against any losses, each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, damages or liabilities, joint or several, to which First Avenue or any such director, officer, controlling person, agent or underwriter may become subject under the 1933 Act or otherwise, insofar as such losses, damagesclaims, expenses and damages or liabilities (or actions proceedings in respect thereof) arising arise out of or are based on upon any untrue statement (or alleged untrue statement) statement of a any material fact contained in any such the registration statement, prospectus, offering circular or other document, statement or any preliminary or final prospectus included therein (including any free-writing prospectus filed under Rule 424 under the 1933 Act or any amendments or supplements thereto) or arise out of or are based upon the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in the case of any prospectus, in light of the circumstances under which they were made, not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such the registration statement, preliminary or final prospectus, offering circular or other document amendments or supplements thereto, in reliance upon and in conformity with written information furnished by or on behalf of such Holder expressly for use in connection with such registration; and each such Holder shall reimburse any legal or other expenses reasonably incurred by First Avenue or any such director, officer, controlling person, agent or underwriter in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this Section 9(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of such Holder; provided, further, that the aggregate liability of each Holder hereunder shall be limited to an amount equal to the Company net proceeds (after deducting any underwriting or broker’s discounts or commissions but before deducting expenses) received by such Holder and stated to be specifically for use thereinfrom the sale of Registrable Stock covered by such registration statement.

Indemnification by the Holders. Each Holder willholder of Registrable Securities, if severally and not jointly, will (i) indemnify and hold harmless the Issuers, the Guarantors and all other holders of Registrable Securities, against any losses, claims, damages or liabilities to which the Issuers, the Guarantors or such other holders of Registrable Securities held by him are included in the securities as to which such registrationmay become subject, qualification or compliance is being effected, indemnify the Company, each of its directors and officers and each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of under the Securities Act and the rules and regulations thereunderor otherwise, each other insofar as such Holder and each of their officerslosses, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and damages or liabilities (or actions in respect thereof) arising arise out of or are based on any upon an untrue statement (or alleged untrue statement) statement of a material fact contained in any such registration statement, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus, offering circular ” as defined in Rule 433) contained therein or other documentfurnished by the Issuers to any such Electing Holder, or any amendment or supplement thereto, or arise out of or are based upon the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company Issuers by such Electing Holder and stated to be specifically expressly for use therein, and (ii) reimburse the Issuers and the Guarantors for any legal or other expenses reasonably incurred by the Issuers and the Guarantors in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that no such Electing Holder shall be required to undertake liability to any person under this Section 6(b) for any amounts in excess of the dollar amount of the proceeds to be received by such Electing Holder from the sale of such Electing Holder’s Registrable Securities pursuant to such registration.

Indemnification by the Holders. Each Holder willand any Agents and Underwriters. The Issuer may require, if as a condition to including any Registrable Securities held by him are included in any registration statement filed pursuant to Section 2(b) hereof that each Electing Holder agrees, as a consequence of the securities as to which inclusion of any of such registrationElecting ▇▇▇▇▇▇'s Registrable Securities in such registration statement, qualification or compliance is being effected, indemnify the Company, each of its directors and officers and each underwriter, selling agent or other securities professional, if any, which facilitates the disposition of such Registrable Securities shall agree, as a consequence of facilitating such disposition of Registrable Securities, severally and not jointly, to (i) indemnify and hold harmless the Company's securities covered by such a registration statementIssuer, each person who controls the Company (Guarantor, and all other than such Holder) holders of Registrable Securities, against any losses, claims, damages or liabilities to which the Issuer, the Guarantor or such underwriter within the meaning other holders of Registrable Securities may become subject, under the Securities Act and the rules and regulations thereunderor otherwise, each other insofar as such Holder and each of their officerslosses, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and damages or liabilities (or actions in respect thereof) arising arise out of or are based on any upon an untrue statement (or alleged untrue statement) statement of a material fact contained in any such registration statementstatement or any preliminary, prospectus, offering circular final or other documentsummary prospectus contained therein, or any amendment or supplement thereto, or arise out of or are based upon the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company Issuer by such Holder and stated to be specifically Electing Holder, underwriter, selling agent or other securities professional expressly for use therein, and (ii) reimburse the Issuer and the Guarantor for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that no such Electing Holder shall be required to undertake liability to any person under this Section 5(b) for any amounts in excess of the dollar amount of the proceeds to be received by such Electing Holder from the sale of such Electing Holder's Registrable Securities pursuant to such registration.

Indemnification by the Holders. Each Holder willwill severally, and not jointly, in proportion to the respective number of shares included by each such Holder, if Registrable Securities held by him are included in the securities as to which such registration, qualification or compliance is being effected, notwithstanding any termination of this Agreement, indemnify and hold harmless the Company, and each of its directors and officers and each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules and regulations thereunder, each other such Holder and each of their officers, directors and directors, agents, investment advisors, partners, members and each Person controlling such Holder or other stockholderemployees to the fullest extent permitted by applicable law, from and against any and all claimsLosses, lossesas incurred, damages, expenses and liabilities (or actions in respect thereof) arising out of or based on relating to any untrue statement (or alleged untrue statement) statement of a material fact contained in any such registration statementRegistration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, offering circular or other document, arising out of or relating to any omission (or alleged omission) to state therein omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that (1) such untrue statement (statements or alleged untrue statement) or omission (or alleged omission) is made omissions are based solely upon information regarding such Holder furnished in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished writing to the Company by such Holder and stated to be specifically expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for this purpose) or (2) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v), 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 an Advice or an amended or supplemented Prospectus, but only if and to the extent that following the receipt of the Advice or the amended or supplemented Prospectus the misstatement or omission giving rise to such Loss would have been corrected. Notwithstanding anything in this Agreement to the contrary, the liability of the Holder pursuant to this Section 5 shall not exceed the dollar amount of the proceeds received by such Holder upon the sale of Registrable Securities giving rise to such liability.

Indemnification by the Holders. Each Holder willholder of Securities, if Registrable Securities held by him are included in or Exchange Securities, as applicable, severally and not jointly, will (i) indemnify and hold harmless the securities as Issuer, each Guarantor and all other holders of Registrable Securities, against any losses, claims, damages or liabilities to which such registration, qualification or compliance is being effected, indemnify the CompanyIssuer, each of its directors and officers and each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) Guarantor or such underwriter within the meaning other holders of Registrable Securities may become subject, under the Securities Act and the rules and regulations thereunderor otherwise, each other insofar as such Holder and each of their officerslosses, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and damages or liabilities (or actions in respect thereof) arising arise out of or are based on any upon an untrue statement (or alleged untrue statement) statement of a material fact contained in any such registration statement, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus, offering circular ” as defined in Rule 433) contained therein or other documentfurnished by the Issuer to any such holder, or any amendment or supplement thereto, or arise out of or are based upon the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company Issuer by such Holder and stated to be specifically holder expressly for use therein, and (ii) reimburse the Issuer and each Guarantor for any legal or other expenses reasonably incurred by the Issuer and each Guarantor in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that no such holder shall be required to undertake liability to any person under this Section 6(b) for any amounts in excess of the dollar amount of the proceeds to be received by such holder from the sale of such holder’s Registrable Securities pursuant to such registration.

Indemnification by the Holders. Each In connection with any registration in which a Holder willis participating, if Registrable Securities held by him are included in the securities as each such Holder agrees to which such registration, qualification or compliance is being effected, indemnify and hold harmless the Company, each present or past member of its directors the Board, each past or present officer, employee, retained professional, agent and officers investment adviser, each past or present external advisor or manager, of the Company, underwriter, broker or other Person acting on behalf of the Holder, and each underwriterother Person, if any, who Controls any of the Company's securities covered foregoing, together with the members, partners, officers, directors, managers, trustees, stockholders, employees, retained professionals, agents and investment advisers of such Controlling Person, against any losses, claims, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ fees), joint or several, to which the Company or any such indemnitees may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities and expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact in or omission or alleged omission to state a material fact from such Registration Statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon information provided by such a registration statement, each person who controls the Company (other than Holder or on such Holder’s behalf, or (ii) any violation or such underwriter within the meaning alleged violation of the Securities Act or state securities laws or rules thereunder by such Holder. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the rules Company or any such Board member, officer, employee, agent, investment adviser or Controlling Person and regulations thereunder, each other shall survive the transfer of such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and liabilities (or actions in respect thereof) arising out of or based on securities by any untrue statement (or alleged untrue statement) Holder. The obligation of a material fact contained in any such registration statementHolder to indemnify will be several and not joint, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to among the Holders of Registrable Securities and shall be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case limited to the extentnet proceeds (after underwriting fees, but only to the extent, that such untrue statement (commissions or alleged untrue statementdiscounts) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company actually received by such Holder and stated from the sale of Registrable Securities pursuant to be specifically for use thereinsuch Registration Statement, except in the case of fraud or willful misconduct by such Holder.

Indemnification by the Holders. Each To the fullest extent permitted by law, each Holder will, if Registrable Securities held by him such Holder are included in the securities as to which such registration, qualification registration statement or compliance is being effectedProspectus, indemnify and hold harmless the Company, each all other Holders or any prospective underwriter, as the case may be, and any of its directors and their respective Affiliates, directors, officers and each underwriterControlling Persons (collectively, if any, of the Company's securities covered by such a registration statement, each person who controls the “Company (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules and regulations thereunder, each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholderIndemnified Parties”), against all claims, losses, damages, Claims and expenses and liabilities (or actions in respect thereof) arising out of or based on on: (i) any untrue statement (or alleged untrue statement) statement of a material fact contained in a registration statement (or any such registration statementamendment or supplement thereto), prospectus, offering circular or other documentincluding all documents incorporated therein by reference, or any omission (or alleged omission) to state therein omission therefrom of a material fact required to be stated therein or fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder Company Indemnified Party for any legal or reasonable fees and disbursements of counsel and any other reasonable expenses reasonably incurred in connection with investigating and defending or defending settling any such claim, loss, damage, liability or actionClaim, in each case to the extent, but only to the extent, extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectusProspectus, offering circular or other document Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder and stated to be specifically for use therein; and provided that the indemnity agreement contained in this Section 5.8(b) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the applicable selling Holder (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud (as determined in a final and non-appealable judgement by a court of competent jurisdiction) by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling Holder from the sale of Registrable Securities covered by such registration statement.

Indemnification by the Holders. Each Holder will, if In the event of any registration of any Registrable Securities held by him are included under the Securities Act pursuant to this Agreement, each Holder shall, severally and not jointly, indemnify and hold harmless (in the securities same manner and to the same extent as to which such registration, qualification or compliance is being effected, indemnify the Companyset forth in Section 7.01 hereof) Xerox, each director and officer of its directors and officers Xerox and each underwriterother Person, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter Xerox within the meaning of the Securities Act and the rules and regulations thereunder, Exchange Act (each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholderbeing sometimes referred to as a “Company Indemnified Person”), against all claimsLosses to which Xerox or any such Persons may become subject under the Securities Act or otherwise, losses, damages, expenses and liabilities to the extent that such Losses (or related actions in respect thereofor proceedings) arising arise out of or are based on upon (A) any untrue statement (or alleged untrue statement) statement of a any material fact contained in any such Registration Statement in which Registrable Securities were included for registration statement, prospectus, offering circular or other documentunder the Securities Act, or any omission preliminary Prospectus or any final Prospectus included in such Registration Statement (or any amendment or supplement to such Registration Statement or Prospectus), or (B) any omission or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, (in the case of the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made) not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extentcase, but only to the extent, extent that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statementRegistration Statement, prospectuspreliminary Prospectus, offering circular final Prospectus, amendment or other document supplement in reliance upon and in conformity with written information furnished to Xerox by such Holder, or on such Holder’s behalf, specifically for inclusion, respectively, in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; provided, however, that a Holder’s aggregate liability under this Agreement shall be limited to an amount equal to the Company net proceeds (after deducting the underwriter’s discount and expenses) received by such Holder and stated from the sale of such Holder’s Registrable Securities pursuant to be specifically for use thereinsuch registration.

Indemnification by the Holders. Each Holder will, if In the event of any registration of any Registrable Securities held by him are included under the Securities Act pursuant to this Agreement, each Holder shall, severally and not jointly, indemnify and hold harmless (in the securities same manner and to the same extent as to which such registration, qualification or compliance is being effected, indemnify set forth in Section 7.1 hereof) the Company, each director and officer of its directors and officers the Company and each underwriterother Person, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules and regulations thereunder, Exchange Act (each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholderbeing sometimes referred to as a “Company Indemnified Person”), against all claimsLosses to which the Company or any such Persons may become subject under the Securities Act or otherwise, losses, damages, expenses and liabilities to the extent that such Losses (or related actions in respect thereofor proceedings) arising arise out of or are based on upon (A) any untrue statement (or alleged untrue statement) statement of a any material fact contained in any such Registration Statement in which Registrable Securities were included for registration statement, prospectus, offering circular or other documentunder the Securities Act, or any omission preliminary Prospectus or any final Prospectus included in such Registration Statement (or any amendment or supplement to such Registration Statement or Prospectus), or (B) any omission or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, (in the case of the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made) not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extentcase, but only to the extent, extent that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statementRegistration Statement, prospectuspreliminary Prospectus, offering circular final Prospectus, amendment or other document supplement in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be Holder, or on such Holder’s behalf, specifically for use thereininclusion, respectively, in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; and each Holder agrees to reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that a Holder’s aggregate liability under this Agreement shall be limited to an amount equal to the net proceeds (after deducting the underwriter’s discount and expenses) received by such Holder from the sale of such Holder’s Registrable Securities pursuant to such registration.

Indemnification by the Holders. Each Holder will, if Registrable Securities held by him are included agrees to indemnify and hold harmless (in the securities same manner and to the same extent as to which such registration, qualification or compliance is being effected, indemnify set forth in Section 4(a)) the Company, each member of its directors the Board, each officer, employee and officers agent of the Company and each underwriterother person, if any, who controls any of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter foregoing within the meaning of the Securities Act and the rules and regulations thereunderAct, each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and liabilities with respect to (or actions in respect thereofi)(A) arising out of or based on any untrue statement (or alleged untrue statement) statement of a material fact contained in any the Registration Statement under which such registration statement, prospectus, offering circular or other document, Registrable Securities were registered and sold under the Securities Act or any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (B) untrue statement or alleged untrue statement of a material fact contained in any Prospectus, or any amendment or supplement thereto or any omission or alleged omission to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information about such Holder furnished to the Company by such Holder and stated to be specifically for use inclusion in such Registration Statement, Prospectus, amendment or supplement and has not been corrected in a subsequent Registration Statement, any Prospectus contained therein, or any amendment or supplement thereto prior to or concurrently with the sale of the Registrable Securities to the person asserting the claim and (ii) any disposition, pursuant to a Shelf Registration Statement, of Registrable Securities by a Holder during a Suspension Period; provided, however, that Holder shall not be liable for any amounts in excess of the net proceeds received by such Holder from sales of Registrable Securities pursuant to the registration statement to which the claims relate, and provided, further, that the obligations of the Holders shall be several and not joint. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any indemnified party and shall survive the transfer of such securities by the Company.

Indemnification by the Holders. Each Subject to the terms and conditions of this Article IV, each Holder, severally and not jointly, agrees to indemnify, defend and hold harmless, to the fullest extent permitted by Law, (i) each other Holder willand his or its heirs, if Registrable Securities held by him are included in the securities as to which such registrationexecutors, qualification or compliance is being effectedpersonal representatives, indemnify administrators, successors and assigns and (ii) the Company, each of its directors Affiliates and officers their respective directors, officers, shareholders, employees, investment advisers and each underwriteragents and their respective heirs, if anyexecutors, of personal representatives, administrators, successors and assigns (the Company's securities covered "Company Indemnified Persons"), from and against any and all Claims, Liabilities and Losses which may be imposed on, incurred by or asserted against such a registration statementother Holder or his or its heirs, each person who controls the executors, personal representatives, administrators, successors and assigns or any Company (other than such Holder) or such underwriter within the meaning of Indemnified Person, under the Securities Act or otherwise, to the extent that it is determined by a court of competent jurisdiction, arbitration pursuant to Section 6.11 or agreement of the Parties affected thereby that such Claims, Liabilities and the rules and regulations thereunder, each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and liabilities (or actions in respect thereof) arising Losses arose out of or based on resulted from, directly or indirectly: (a) any untrue statement (or alleged untrue statement) statement of a any material fact contained in any registration statement under which such registration statementsecurities were registered under the Securities Act (including all documents incorporated therein by reference), any preliminary prospectus, offering circular final prospectus or other documentsummary prospectus contained therein, or any amendment or supplement thereto; or (b) any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue which statement (or alleged untrue statement) or omission (was contained in or alleged omission) is made in omitted from such registration statement, prospectus, offering circular amendment or other document supplement in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use inclusion therein; provided, however, that such Holder shall not be liable to, and shall not be obligated to provide such indemnity to, any other Holder, any Company Indemnified Person or any other Person for any portion of any Claims, Liabilities or Losses to the extent that such Claims, Liabilities and Losses arose out of or resulted from the failure of the Company to promptly amend or take action to correct or supplement any such registration statement, prospectus, amendment or supplement based on corrected or supplemental information provided in writing by such Holder to the Company expressly for such purpose. The Liability of each Holder pursuant to this Section 4.02 shall be several, and not joint and several, among all indemnifying parties. Notwithstanding anything contained in this Agreement to the contrary, in no event shall the aggregate Liability of any Holder under this Section 4.02 exceed an amount equal to the amount of the proceeds received by such Holder upon the sale of his or its Registrable Securities in the offering to which the Claims, Liabilities or Losses relate.

Indemnification by the Holders. Each Holder will, if Registrable Securities held by him such Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors officers, directors, partners, employees, agents, attorneys and officers consultants, and each underwriter, if any, of the Company's securities covered by such a registration statement, each person Person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules and regulations thereunder, each other such Holder and each of their officers, directors directors, partners, employees, agents, attorneys and partnersconsultants, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and liabilities liabilities, joint and several (or actions in respect thereof) arising out of or based on upon any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be he stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors officers, directors, partners, employees, agents, attorneys and officersconsultants, each underwriter or control Person, each other Holder and each of their officers, directors directors, partners, employees, agents, attorneys and partners consultants and each Person controlling such Holder or other stockholder shareholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder with respect to such Holder and expressly stated to be specifically for use therein; provided, however, that the liability of any such Holder under this Section 7.2 shall be limited to the amount of proceeds received by such Holder in the offering giving rise to such liability.

Indemnification by the Holders. Each Holder willThe Company may require, if as a condition to including any Registrable Securities held by him are included in any registration statement filed pursuant to Section 2(b) hereof, that the securities as Company shall have received an undertaking reasonably satisfactory to which it from the Electing Holder of such registrationRegistrable Securities, qualification or compliance is being effectedseverally and not jointly, to (i) indemnify and hold harmless the Company, each the Guarantors, and all other holders of its directors and officers and each underwriterRegistrable Securities, if anyagainst any losses, of claims, damages or liabilities to which the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) Guarantors or such underwriter within the meaning other holders of Registrable Securities may become subject, under the Securities Act and the rules and regulations thereunderor otherwise, each other insofar as such Holder and each of their officerslosses, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and damages or liabilities (or actions in respect thereof) arising arise out of or are based on any upon an untrue statement (or alleged untrue statement) statement of a material fact contained in any such registration statement, prospectusor any preliminary, offering circular final or other documentsummary prospectus contained therein or furnished by the Company to any such Electing Holder, or any amendment or supplement thereto, or arise out of or are based upon the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Electing Holder and stated to be specifically expressly for use therein, and (ii) reimburse the Company and the Guarantors for any legal or other expenses reasonably incurred by the Company and the Guarantors in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that no such Electing Holder shall be required to undertake liability to any person under this Section 6(b) for any amounts in excess of the dollar amount of the proceeds to be received by such Electing Holder from the sale of such Electing Holder’s Registrable Securities pursuant to such registration.

Indemnification by the Holders. Each In connection with any Registration Statement in which a Holder willis participating, if Registrable Securities held by him are included in the securities as to which each such registration, qualification or compliance is being effected, Holder will indemnify and hold harmless the Company, each of its directors and officers officers, employees, agents and each underwriter, if any, any Person who is or might be deemed to be a controlling person of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter any of its subsidiaries within the meaning of Section 15 of the Securities Act and or Section 20 of the rules and regulations thereunder, each other such Holder and each of their officers, directors and partners, and each Person controlling Exchange Act against any Losses to which such Holder or other stockholderany such director or officer, against all claimsany such underwriter or controlling person may become subject under the Securities Act, lossesthe Exchange Act, damagesany state blue sky securities laws, expenses and liabilities any equivalent non-U.S. securities laws or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arising arise out of or are based on upon (i) any untrue statement (or alleged untrue statement) statement of a material fact contained in any such registration statementthe Registration Statement, prospectus, offering circular preliminary prospectus or other documentfree writing prospectus, or any amendment thereof or supplement thereto, or in any application or (ii) any omission (or alleged omission) to state therein omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is made in such Registration Statement, any such prospectus, preliminary prospectus or free writing prospectus, or any amendment or supplement thereto, or in any application, in reliance upon and in conformity with the Selling Holder Information (and except insofar as such Losses arise out of or are based upon any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any underwriter furnished to the Company in writing by such underwriter expressly for use in such Registration Statement), and such Holder will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder Company and each of their officerssuch director, directors officer, underwriter and partners and each controlling Person controlling such Holder or other stockholder for any legal or any other expenses actually and reasonably incurred by them in connection with investigating investigating, defending or defending settling any such loss, claim, lossliability, damageaction or proceeding; provided, liability however, that the obligations of such Holder hereunder shall not apply to amounts paid in settlement of any such Losses (or actionactions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld); and provided, in further that the obligation to indemnify and hold harmless shall be individual and several to each case Holder and shall be limited to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company amount of net proceeds received by such Holder and stated to be specifically for use thereinfrom the sale of Registrable Securities covered by such Registration Statement.

Indemnification by the Holders. Each Holder willof the Holders agrees, if Registrable Securities held by him are included in severally but not jointly, to indemnify and hold harmless the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, Company and each of its directors Affiliates, directors, employees, members, managers and officers agents and each underwriter, if any, of the Company's securities covered by such a registration statement, each person Person who controls the Company (other than such Holder) or such underwriter within the meaning of either the Securities Act or the Exchange Act, to the fullest extent permitted by applicable Law, from and the rules against any and regulations thereunder, each other all Losses to which they or any of them may become subject insofar as such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and liabilities (or actions in respect thereof) arising Losses arise out of or are based on upon any untrue statement (or alleged untrue statement) statement of a material fact contained in a Registration Statement as originally filed or in any amendment thereof, or in the Disclosure Package or any Holder Free Writing Prospectus, preliminary, final or summary Prospectus included in any such registration statement, prospectus, offering circular or other documentRegistration Statement, or in any amendment thereof or supplement thereto, or arise out of or are based upon any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that any such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) omission is made contained in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with any written information furnished to the Company by or on behalf of such Holder and stated specifically for inclusion therein; provided, however, that the total amount to be specifically indemnified by any Holder pursuant to this Section 5(b) shall be limited to the net proceeds (after deducting underwriters’ discounts and commissions) received by such Holder in the offering to which such Registration Statement or Prospectus relates; provided further that no Holder shall be liable in any case to the extent that prior to the filing of any such Registration Statement or Disclosure Package, or any amendment thereof or supplement thereto, it has furnished in writing to the Company, information expressly for use thereinin, and within a reasonable period of time prior to the effectiveness of such Registration Statement or Disclosure Package, or any amendment thereof or supplement thereto which corrected or made not misleading information previously provided to the Company. This indemnity agreement will be in addition to any liability which the Holders may otherwise have.

Indemnification by the Holders. Each The Holder will, if of Registrable Securities held participating in any registration hereunder shall severally and not jointly indemnify and hold harmless, to the fullest extent permitted by him are included in the securities as to which such registrationlaw, qualification or compliance is being effected, indemnify the Company, each of its directors directors, officers, employees and officers agents, and each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules and regulations thereunderAct) (collectively, each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholder, "Company Indemnified Parties") against all losses, claims, losses, damages, liabilities and expenses, joint or several (including reasonable fees of counsel and any amounts paid in settlement effected with such holder's consent, which consent shall not be unreasonably withheld) to which any Company Indemnified Party may become subject under the Securities Act, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses and liabilities (or actions or proceedings in respect thereof) arising out of or based on are caused by (1) any untrue statement (or alleged untrue statement) statement of a material fact contained in any such registration statement, prospectus, offering circular Registration Statement in which the Holder's Registrable Securities were included or other document, or any the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse (2) any untrue statement or alleged untrue statement of a material fact contained in any preliminary, final or summary Prospectus, together with the Companydocuments incorporated by reference therein (as amended or supplemented if the Company shall have filed with the Commission any amendment thereof or supplement thereto), each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder the omission or other stockholder for any legal alleged omission to state therein a material fact required to be stated therein or any other expenses reasonably incurred necessary in connection with investigating or defending any such claim, loss, damage, liability or actionorder to make the statements therein, in each case the light of the circumstances under which they were made, not misleading to the extent, but only to the extent, in the cases described in clauses (1) and (2), that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made contained in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written any information furnished in writing by the Holder to the Company by such Holder and stated to be specifically expressly for use thereinin the preparation thereof, provided, however, that the aggregate amount which the Holder shall be required to pay pursuant to this Section 8(b) shall be limited to the dollar amount of proceeds received - less expenses associated with the sale of Registrable Securities and other securities of the Company by the Holder upon the sale of the Registrable Securities and other securities of the Company - pursuant to the Registration Statement giving rise to such claim. Such indemnity obligation shall remain in full force and effect regardless of any investigation made by or on behalf of the Company Indemnified Parties (except as provided above) and shall survive the transfer of such securities by the Holder.

Indemnification by the Holders. Each In connection with any registration statement in which either (A) a Holder willis participating or (B) the Company sells Common Shares in connection with a related Synthetic Secondary Transaction with respect to such Holder’s Registrable Shares, if each such Holder will furnish to the Company in writing such information with respect to such Holder as the Company reasonably requests for use in connection with any registration statement or prospectus covering the Registrable Securities held by him are included Shares of such Holder (or Common Shares in the securities as related Synthetic Secondary Transaction) and to which such registration, qualification or compliance is being effected, the extent permitted by law agrees to indemnify and hold harmless the Company, each of its directors and directors, officers and agents and each underwriter, if any, of the Company's securities covered by such a registration statement, each person Person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities 1933 Act or the ▇▇▇▇ ▇▇▇) the Company and the rules and regulations thereunder, each any other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholderHolder, against all any losses, claims, losses, damages, liabilities and expenses and liabilities (or actions in respect thereof) arising out of or based on upon any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein in the registration statement or prospectus or preliminary prospectus (in the case of the prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon on and in conformity with the written information or signed affidavit with respect to such Holder so furnished in writing by such Holder expressly for use in the registration statement or prospectus; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Holders and the liability of each such Holder shall be in proportion to and limited to the net amount received by such Holder from the sale of Registrable Shares pursuant to such registration statement or Synthetic Secondary Transaction, as the case may be, in accordance with the terms of this Agreement. The Company and the Holders hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders, the only information furnished or to be furnished to the Company for use in any registration statement or prospectus relating to the Registrable Shares (or Common Shares in the related Synthetic Secondary Transaction) or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (a) transactions or the relationship between such Holder and its Affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of Registrable Shares by such Holder and stated its Affiliates, (c) the name and address of such Holder (d) any additional information about such Holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be specifically for use thereindisclosed in any such document and (e) with respect to any Synthetic Secondary Transaction, the material terms of such transaction and related Share Purchase Agreement.

Indemnification by the Holders. Each Holder will, if As a condition to including any Registrable Securities held by him are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors and officers and each underwriter, if any, of the Company's securities covered by such a any registration statement, each person who controls Holder of such Registrable Securities agrees to indemnify and hold harmless (in the Company (same manner and to the same extent as set forth in Section 3.8(a)) the Issuer, all other than such Holder) or such underwriter within Holders and any prospective underwriter, as the meaning of the Securities Act case may be, and the rules and regulations thereunder, each other such Holder and each any of their respective Affiliates, directors, officers, directors general and limited partners, members and each Person managing members and controlling such Holder or other stockholderPersons, against all claims, losses, damages, expenses and liabilities (or actions in with respect thereof) arising out of or based on to any untrue statement (or alleged untrue statement) of a material fact contained statement in any or omission or alleged omission from such registration statement, prospectusany preliminary, offering circular final or other documentsummary prospectus contained therein, or any omission (amendment or supplement, if such statement or alleged omission) to state therein a material fact required to be stated therein statement or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (omission or alleged untrue statement) or omission (or alleged omission) is was made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information with respect to such Holder furnished to the Company Issuer by such Holder and stated to be specifically expressly for use thereinin the preparation of such registration statement, preliminary, final or summary prospectus or amendment or supplement, or a document incorporated by reference into any of the foregoing; provided, however, that each Holder’s aggregate liability hereunder and under Section 3.8(b) with respect to any particular registration shall be limited to an amount equal to the net proceeds (after deducting underwriting commissions and discounts, but before deducting any expenses) received by such Holder from the Registrable Securities sold by such Holder in such registration; provided further, that no Holder shall have liability hereunder to the extent such Holder timely corrects, amends or supplements such written information previously furnished to the Issuer. Such indemnity will remain in full force and effect regardless of any investigation made by or on behalf of the Issuer or any of the Holders, or any of their respective Affiliates, directors, officers or controlling Persons and will survive the Transfer of such securities by such Holder. Any indemnification obligation of a Holder of Registrable Securities hereunder shall be several and not joint with each other Holder of Registrable Securities.

Indemnification by the Holders. Each Holder will, if In the event of any registration of any Registrable Securities held by him are included under the Securities Act pursuant to this Agreement, each Holder shall, severally and not jointly, indemnify and hold harmless (in the securities same manner and to the same extent as to which such registration, qualification or compliance is being effected, indemnify set forth in Section 7.1 hereof) the Company, each director and officer of its directors and officers the Company and each underwriterother Person, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules and regulations thereunder, Exchange Act (each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholderbeing sometimes referred to as a "Company Indemnified Person"), against all claimsLosses to which the Company or any such Persons may become subject under the Securities Act or otherwise, losses, damages, expenses and liabilities to the extent that such Losses (or related actions in respect thereofor proceedings) arising arise out of or are based on upon (A) any untrue statement (or alleged untrue statement) statement of a any material fact contained in any such Registration Statement in which Registrable Securities were included for registration statement, prospectus, offering circular or other documentunder the Securities Act, or any omission preliminary Prospectus or any final Prospectus included in such Registration Statement (or any amendment or supplement to such Registration Statement or Prospectus), or (B) any omission or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, (in the case of the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made) not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extentcase, but only to the extent, extent that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statementRegistration Statement, prospectuspreliminary Prospectus, offering circular final Prospectus, amendment or other document supplement in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be Holder, or on such Holder's behalf, specifically for use thereininclusion, respectively, in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; and each Holder agrees to reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that a Holder's aggregate liability under this Agreement shall be limited to an amount equal to the net proceeds (after deducting the underwriter's discount and expenses) received by such Holder from the sale of such Holder's Registrable Securities pursuant to such registration.

Indemnification by the Holders. Each Holder will, if holder of Registrable Securities held by him which are included or are to be included in any registration statement filed in connection with a Shelf Registration Statement or a Piggyback Registration, as a condition to including Registrable Securities in such registration statement, shall, to the securities as to which such registration, qualification or compliance is being effectedfull extent permitted by law, indemnify and hold harmless the Company, each of its directors and officers officers, and each underwriterother Person, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules and regulations thereunder, each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholderAct, against all claimsany Losses to which the Company or any such director or officer or controlling Person may become subject under the Securities Act or otherwise, losses, damages, expenses and liabilities insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arising arise out of or are based on upon any untrue statement (or alleged untrue statement) statement of a any material fact contained in any such registration statement, any preliminary prospectus, offering circular final prospectus or other documentsummary prospectus contained therein, or any amendment or supplement thereto, or 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 prospectus, in the light of the circumstances under which they were made) not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that if such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished or confirmed in writing to the Company Company; provided, however, that in no event shall any indemnity provided by a Holder under this Section 6(b) exceed the net proceeds from the offering received by such Holder Holder. Such indemnity shall remain in full force and stated effect regardless of any investigation made by or on behalf of the Company or any such director, officer, member, partner or controlling Person and shall survive the transfer of such securities by such holder to be specifically for use thereina Permitted Successor.

Indemnification by the Holders. Each Holder will, if Registrable Securities held by him are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors and officers and each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules and regulations thereunder, each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained contained, on the effective date thereof, in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use therein; PROVIDED, HOWEVER, that in no event shall the liability of any Holder for indemnification under this Section 7 in its capacity as a seller of Registrable Securities exceed the amount equal to the proceeds to such Holder of the securities sold in any such registration; and PROVIDED FURTHER, however, that no selling Holder shall be required to indemnify any Person against any liability arising from any untrue or misleading statement or omission contained in any preliminary prospectus if such deficiency is corrected in the final prospectus or for any liability which arises out of the failure of any Person to deliver a prospectus as required by the Securities Act.

Indemnification by the Holders. Each Electing Holder willagrees, if severally and not jointly, to (i) indemnify and hold harmless the Company and all other holders of Registrable Securities, against any losses, claims, damages or liabilities to which the Company or such other holders of Registrable Securities held by him are included in the securities as to which such registrationmay become subject, qualification or compliance is being effected, indemnify the Company, each of its directors and officers and each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of under the Securities Act and the rules and regulations thereunderor otherwise, each other insofar as such Holder and each of their officerslosses, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and damages or liabilities (or actions in respect thereof) arising arise out of or are based on any upon an untrue statement (or alleged untrue statement) statement of a material fact contained in any such registration statement, prospectusor any preliminary, offering circular final or other documentfree writing prospectus contained therein or furnished by the Company to any such Electing Holder, or any amendment or supplement thereto, or arise out of or are based upon the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Electing Holder and stated to be specifically expressly for use therein, and (ii) reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that no such Electing Holder shall be required to undertake liability to any person under this Section 6(b) for any amounts in excess of the dollar amount of the proceeds to be received by such Electing Holder from the sale of such Electing Holders Registrable Securities pursuant to such registration.

Indemnification by the Holders. Each Holder will, if holder of Registrable Securities held by him which are included or are to be included in any registration statement filed in connection with a Shelf Registration Statement, a Requested Registration or a Piggyback Registration, as a condition to including Registrable Securities in such registration statement, shall, to the securities as to which such registration, qualification or compliance is being effectedfull extent permitted by law, indemnify and hold harmless the Company, each of its directors and officers officers, and each underwriterother Person, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules and regulations thereunder, each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholderAct, against all claimsany Losses to which the Company or any such director or officer or controlling Person may become subject under the Securities Act or otherwise, losses, damages, expenses and liabilities insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arising arise out of or are based on upon any untrue statement (or alleged untrue statement) statement of a any material fact contained in any such registration statement, any preliminary prospectus, offering circular final prospectus or other documentsummary prospectus contained therein, or any amendment or supplement thereto, or 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 prospectus, in the light of the circumstances under which they were made) not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that if such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished or confirmed in writing to the Company through an instrument duly executed by such Holder and stated to be holder specifically stating that it is for use thereinin the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; PROVIDED, HOWEVER,, that the obligation to provide indemnification pursuant to this SECTION 6(b) shall be several, and not joint and several, among such Indemnifying Parties on the basis of the number of Registrable Securities included in such registration statement and the aggregate amount which may be recovered from any holder of Registrable Securities pursuant to the indemnification provided for in this SECTION 6(b) in connection with any registration and sale of Registrable Securities shall be limited to the total proceeds received by such holder from the sale of such Registrable Securities. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling Person and shall survive the transfer of such securities by such holder. Such holders shall also indemnify each other Person who participates (including as an underwriter) in the offering or sale of Registrable Securities, their officers and directors and each other Person, if any, who controls any such participating Person within the meaning of the Securities Act to the same extent as provided above with respect to the Company.

Indemnification by the Holders. Each Holder will, if Registrable Securities held by him are included in the securities as to which such registration, qualification or compliance is being effected, and any underwriter shall indemnify and hold harmless the Company, each of its directors Affiliates, their respective officers, directors, employees, representatives and officers agents, and each underwriterperson, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than any such Holder) or such underwriter person within the meaning of the Securities Act or the Exchange Act (collectively referred to for purposes of this Section 11 and Section 12 as the rules "Company Indemnified Parties"), from and regulations thereunderagainst any loss, each other claim, damage or liability, joint or several, or any action in respect thereof (including any loss, claim, damage, liability or action relating to purchases and sales of such Holder securities and each regardless of their officerswhether such loss, directors and partnersclaim, and each Person controlling damage, liability or action is brought by such Holder or underwriter, their respective Affiliates or any third party or whether any Company Indemnified Party is a party thereto), to which any of the Company Indemnified Parties may become subject, whether commenced or threatened, under the Securities Act, the Exchange Act, any other stockholderfederal or state statutory law or regulation, against all claimsat common law or otherwise, lossesinsofar as such loss, damagesclaim, expenses and liabilities damage, liability or action arises out of, or is based upon (or actions in respect thereofi) arising out of or based on any untrue statement (or alleged untrue statement) statement of a material fact contained in any registration statement under which such registration statement, prospectus, offering circular or other document, securities were registered under the Securities Act or any prospectus forming part thereof or in any amendment or supplement thereto or (ii) the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, but in each case to the extent, but only to the extent, extent that such the untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information any Holder's Information furnished to the Company by such Holder, and shall reimburse the Company Indemnified Parties upon demand for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending or preparing to defend against or appearing as a third party witness in connection with any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that no such Holder shall be liable for any indemnity claims hereunder in excess of the amount of net proceeds received by such Holder from the sale of such securities pursuant to such registration statement. Such indemnity shall remain in full force and stated to be specifically for use thereineffect regardless of any investigation made by or on behalf of the Company Indemnified Parties or any of the Holders and shall survive the transfer of such securities by such Holder.

Indemnification by the Holders. Each In connection with any Registration Statement in which a Holder willis participating, if Registrable Securities held by him are included in the securities as to which each such registration, qualification or compliance is being effected, Holder will indemnify and hold harmless the Company, each of its directors and officers officers, employees, agents and each underwriter, if any, any Person who is or might be deemed to be a controlling person of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter any of its subsidiaries within the meaning of Section 15 of the Securities Act and or Section 20 of the rules and regulations thereunder, each other such Holder and each of their officers, directors and partners, and each Person controlling Exchange Act against any Losses to which such Holder or other stockholderany such director or officer, against all claimsany such underwriter or controlling person may become subject under the Securities Act, lossesthe Exchange Act, damagesany state blue sky securities laws, expenses and liabilities any equivalent non-U.S. securities laws or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arising arise out of or are based on upon (i) any untrue statement (or alleged untrue statement) statement of a material fact contained in any such registration statementthe Registration Statement, prospectus, offering circular preliminary prospectus or other documentfree writing prospectus, or any amendment thereof or supplement thereto, or in any application or (ii) any omission (or alleged omission) to state therein omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is made in such Registration Statement, any such prospectus, preliminary prospectus or free writing prospectus, or any amendment or supplement thereto, or in any application, in reliance upon and in conformity with such Holder’s Selling Holder Information (and except insofar as such Losses arise out of or are based upon any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any underwriter furnished to the Company in writing by such underwriter expressly for use in such Registration Statement), and such Holder will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder Company and each of their officerssuch director, directors officer, underwriter and partners and each controlling Person controlling such Holder or other stockholder for any legal or any other expenses actually and reasonably incurred by them in connection with investigating investigating, defending or defending settling any such loss, claim, lossliability, damageaction or proceeding; provided, liability however, that the obligations of such Holder hereunder shall not apply to amounts paid in settlement of any such Losses (or actionactions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld); and provided, in further that the obligation to indemnify and hold harmless shall be individual and several to each case Holder and shall be limited to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company amount of net proceeds received by such Holder and stated to be specifically for use thereinfrom the sale of Registrable Securities covered by such Registration Statement.

Indemnification by the Holders. Each Holder In the event of any registration of any securities of the Company under the 1933 Act, each holder of Registrable Securities will, if Registrable Securities held by him are included in the securities as and hereby does agree to which such registration, qualification or compliance is being effected, indemnify and hold harmless the Company, each of its directors and officers officers, each other Person who participates as an underwriter in the offering or sale of such securities and each underwriterother Person, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or any such underwriter within the meaning of the Securities 1933 Act and the rules and regulations thereunderagainst any losses, each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, damages or liabilities, joint or several, to which the Company or any such director or officer or underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, damagesclaims, expenses and damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arising arise out of or are based on upon any untrue statement (or alleged untrue statement) statement of a any material fact contained in any registration statement under which such registration statementsecurities were registered under the 1933 Act, any preliminary prospectus, offering circular final prospectus or other documentsummary prospectus contained therein, or any amendment or supplement thereto, or any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and each holder of Registrable Securities will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder Company and each of their officerssuch director, directors officer, underwriter and partners and each Person controlling such Holder or other stockholder person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, lossliability, damageaction or proceeding, liability or action, in each case to the extent, but only to the extent, that if such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information REGISTRATION RIGHTS AGREEMENT BETWEEN PDG ENVIRONMENTAL, INC. AND BARON PARTNERS, L.P. PAGE 11 OF 17 furnished to the Company through an instrument duly executed by such Holder and stated to be holder of Registrable Securities specifically stating that it is for use thereinin the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. Any such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such holder of Registrable Securities.

Indemnification by the Holders. Each To the fullest extent permitted by law, each Holder will, if Registrable Securities held by him such Holder are included in the securities as to which such registration, qualification registration statement or compliance is being effectedProspectus, indemnify and hold harmless the Company, each of its directors and officers and each all other Holders or any prospective underwriter, if anyas the case may be, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules and regulations thereunder, each other such Holder and each any of their respective Affiliates, directors, officers, directors members, managers, general and partnerslimited partners and Controlling Persons (collectively, and each Person controlling such Holder or other stockholderthe “Company Indemnified Parties”), against all claims, losses, damages, Claims and expenses and liabilities (or actions in respect thereof) arising out of or based on on: (i) any untrue statement (or alleged untrue statement) statement of a material fact contained in a registration statement (or any such registration statementamendment or supplement thereto), prospectus, offering circular or other documentincluding all documents incorporated therein by reference, or any omission (or alleged omission) to state therein omission therefrom of a material fact required to be stated therein or fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder Company Indemnified Party for any legal or reasonable fees and disbursements of counsel and any other reasonable expenses reasonably incurred in connection with investigating and defending or defending settling any such claim, loss, damage, liability or actionClaim, in each case of the forgoing cases to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectusProspectus, offering circular or other document Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder and stated to be specifically for use therein; and provided that the indemnity agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld or delayed); and provided, further, that the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling Holder from the sale of Registrable Securities covered by such registration statement.

Indemnification by the Holders. Each Holder willwill severally, in proportion to the respective number of shares included by each such Holder, if Registrable Securities held by him are included in the securities as to which such registration, qualification or compliance is being effected, notwithstanding any termination of this Agreement, indemnify and hold harmless the Company, and each of its directors and officers and each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules and regulations thereunder, each other such Holder and each of their officers, directors and directors, agents, investment advisors, partners, members and each Person controlling such Holder or other stockholderemployees to the fullest extent permitted by applicable law, from and against any and all claimsLosses, lossesas incurred, damages, expenses and liabilities (or actions in respect thereof) arising out of or based on relating to any untrue statement (or alleged untrue statement) statement of a material fact contained in any such registration statementRegistration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, offering circular or other document, arising out of or relating to any omission (or alleged omission) to state therein omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that (1) such untrue statement (statements or alleged untrue statement) or omission (or alleged omission) is made omissions are based solely upon information regarding such Holder furnished in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished writing to the Company by such Holder and stated to be specifically expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for this purpose) or (2) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v), 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 an Advice or an amended or supplemented Prospectus, but only if and to the extent that following the receipt of the Advice or the amended or supplemented Prospectus the misstatement or omission giving rise to such Loss would have been corrected. Notwithstanding anything in this Agreement to the contrary, the liability of the Holder pursuant to this Section 5 shall not exceed each Investor’s Investment Amount as set forth in the Securities Purchase Agreement, except in the event of fraud by the Holder. Each Holder shall notify the Company promptly of the institution, threat or assertion of any Proceeding of which the Holder is aware in connection with the transactions contemplated by this Agreement.

Indemnification by the Holders. Each Holder will, if Registrable Securities held by him such Holder are included in the securities as to which such registrationregistration statement or Prospectus, qualification or compliance is being effectedseverally and not jointly, indemnify and hold harmless the Company, each of its directors and officers and each all other Holders or any prospective underwriter, if anyas the case may be, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules and regulations thereunder, each other such Holder and each any of their respective Affiliates, directors, officers, directors members, managers, partners and partnersControlling Persons (collectively, and each Person controlling such Holder or other stockholderthe “Company Indemnified Parties”), against all claims, losses, damages, Claims and expenses and liabilities (or actions in respect thereof) arising out of or based on on: any untrue statement (or alleged untrue statement) of a material fact contained in a Registration Statement, Prospectus or Issuer Free Writing Prospectus (or any such registration statementamendment or supplement thereto), prospectus, offering circular or other documentincluding all documents incorporated therein by reference, or any omission (or alleged omission) to state therein therefrom of a material fact required to be stated therein or fact, in each case, necessary in order to make the statements therein not misleading, and in light of the circumstances under which they were made, or based on any violation or alleged violation by the Holder (or any of its agents or Affiliates) of the Securities Act, the Exchange Act, any state securities laws, or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law. The Holder will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder Company Indemnified Party for any legal or reasonable fees and disbursements of counsel and any other reasonable out-of-pocket expenses reasonably incurred in connection with investigating and defending or defending settling any such claim, loss, damage, liability or actionClaim, in each the case of the foregoing), to the extent, but only to the extent, extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectusProspectus, offering circular or other document Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder and stated to be specifically for use therein; and provided that the aggregate liability of each selling Holder of Registrable Securities hereunder shall be limited to the gross proceeds after underwriting discounts and commissions received by such selling Holder from the sale of Registrable Securities covered by such registration statement giving rise to such indemnification obligation.

Indemnification by the Holders. Each Holder will, if Registrable Securities held by him are included in severally (and not jointly) agrees to indemnify and hold harmless the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, Company and each of its directors and officers Affiliates, directors, employees, members, managers, agents and each underwriter, if any, of the Company's securities covered by such a registration statement, each person Person who controls the Company (other than such Holder) or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the fullest extent permitted by applicable law, from and the rules against any and regulations thereunder, each other all Losses to which they or any of them may become subject insofar as such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and liabilities (or actions in respect thereof) arising Losses arise out of or are based on upon any untrue statement (or alleged untrue statement) statement of a material fact contained in any Registration Statement pursuant to which Registrable Securities were registered, Prospectus, preliminary Prospectus, road show, Issuer Free Writing Prospectus included in any such registration statement, prospectus, offering circular or other documentRegistration Statement, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary in the case of any Prospectus, preliminary prospectus, road show, Issuer Free Writing Prospectus, in light of the circumstances under which they were made, to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that any such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) omission is made contained in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with any written information furnished to the Company by or on behalf of such Holder specifically for inclusion therein, including, without limitation, any notice and stated questionnaire. Notwithstanding the foregoing, (i) the maximum amount to be specifically indemnified by such Holder pursuant to this Section ‎11(b) shall be limited to the net proceeds (after deducting underwriters’ discounts and commissions) received by such Holder in the Public Offering to which such Registration Statement, Prospectus, preliminary prospectus, road show or Issuer Free Writing Prospectus relates, and (ii) a Holder shall not be liable in any case to the extent that prior to the filing of any such Registration Statement, Prospectus, preliminary prospectus, road show or Issuer Free Writing Prospectus or any amendment thereof or supplement thereto, each Holder has furnished in writing to the Company, information expressly for use thereinin, and within a reasonable period of time prior to, and sufficient for the Company to act on, the effectiveness of such Registration Statement or the use of the ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ show or Issuer Free Writing Prospectus, or any amendment thereof or supplement thereto which corrected or made not misleading information previously provided to the Company. This indemnity agreement will be in addition to any liability which any such Holder may otherwise have.

Indemnification by the Holders. Each Holder will, if As a condition to including any Registrable Securities held by him are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors and officers and each underwriter, if any, of the Company's securities covered by such a any registration statement, each person who controls Holder of such Registrable Securities agrees to indemnify and hold harmless (in the Company (same manner and to the same extent as set forth in Section 3.8(a)) the Issuer, all other than such Holder) or such underwriter within Holders and any prospective underwriter, as the meaning of the Securities Act case may be, and the rules and regulations thereunder, each other such Holder and each any of their respective Affiliates, directors, officers, directors general and limited partners, members and each Person managing members and controlling such Holder or other stockholderPersons, against all claims, losses, damages, expenses and liabilities (or actions in with respect thereof) arising out of or based on to any untrue statement (or alleged untrue statement) of a material fact contained statement in any or omission or alleged omission from such registration statement, prospectusany preliminary, offering circular final or other documentsummary prospectus contained therein, or any omission (amendment or supplement, if such statement or alleged omission) to state therein a material fact required to be stated therein statement or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (omission or alleged untrue statement) or omission (or alleged omission) is was made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information with respect to such Holder furnished to the Company Issuer by such Holder and stated to be specifically expressly for use thereinin the preparation of such registration statement, preliminary, final or summary prospectus or amendment or supplement, or a document incorporated by reference into any of the foregoing; provided, however, that each Holder’s aggregate liability hereunder and under Section 3.8(b) with respect to any particular registration shall be limited to an amount equal to the net proceeds (after deducting underwriting commissions and discounts, but before deducting any expenses) received by such Holder from the Registrable Securities sold by such Holder in such registration; provided further, that no Holder shall have liability hereunder to the extent such Holder timely corrects, amends or supplements such written information previously furnished to the Issuer. Such indemnity will remain in full force and effect regardless of any investigation made by or on behalf of the Issuer or any of the Holders, or any of their respective Affiliates, directors, officers or controlling Persons and will survive the Transfer of such securities by such ▇▇▇▇▇▇. Any indemnification obligation of a Holder of Registrable Securities hereunder shall be several and not joint with each other Holder of Registrable Securities.

Indemnification by the Holders. Each As a condition to including any Registrable Shares of a Holder willin any registration statement, if Registrable Securities held by him are included the Company shall have received an undertaking reasonably satisfactory to it from such Holder, to indemnify and hold harmless (in the securities same manner and to the same extent as to which such registration, qualification or compliance is being effected, indemnify set forth in Section 5.1 of this EXHIBIT A) the Company, each of its directors directors, officers, agents and officers affiliates and each underwriterother person, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules and regulations thereunderAct, each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and liabilities (or actions in with respect thereof) arising out of or based on to any untrue statement (or alleged untrue statement) of a material fact contained statement in any or omission or alleged omission from such registration statement, any preliminary prospectus, offering circular final prospectus or other documentsummary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission (or alleged omissioni) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is was made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such Holder specifically stating that it is for the use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) is corrected in an amendment or supplement or final prospectus (or amendment or supplement thereto) provided to the indemnifying person and stated such amended, supplemented or final prospectus (or amendment or supplement thereto) was not given by or on behalf of such indemnifying person to the person who purchased the Registrable Securities, if such is required by law at or prior to the written confirmation of the sale of the Registrable Securities to such person; provided, however, that the liability of such indemnifying party under this Section 5.2 of EXHIBIT A shall be specifically for use thereinlimited to the amount of proceeds received by such Holder in the offering giving rise to such liability. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such Holder.

Indemnification by the Holders. Each To the extent permitted by law, each Holder will, if Registrable Securities held by him such Holder are included in the securities as to which such registration, qualification qualifications or compliance is being effected, indemnify and hold harmless the Company, each of its directors and officers directors, its officers, its stockholders and each underwriterperson, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act Act, any underwriter and any other Holder selling securities under such registration statement or any of such other Holder's partners, directors, managers, officers, stockholders or members or any person who controls such Holder, against any losses, claims, damages or liabilities to which the rules and regulations thereunderCompany or any such Company director, each officer or controlling person, underwriter or other such Holder, or partner, director, manager, officer, stockholder or member or controlling person of such other Holder and each of their officersmay become subject under the Securities Act, directors and partners, and each Person controlling such Holder the Exchange Act or other stockholderfederal or state law, against all insofar as such losses, claims, losses, damages, expenses and damages or liabilities (or actions in respect thereofthereto) arising arise out of or are based on upon any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or actionViolation, in each case to the extent, but extent (and only to the extent, ) that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document Violation occurs in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use thereinin connection with such registration; and each such Holder will pay as incurred any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter or other Holder, or partner, officer, director, manager, stockholder or member or controlling person of such other Holder in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this Section 2.7(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the written consent of each such Holder, which consent shall not be unreasonably withheld; provided further, that the obligation to indemnify shall be individual, not joint and several, for each such Holder and that in no event shall any indemnity under this Section 2.7 exceed the net proceeds from the offering received by such Holder.

Indemnification by the Holders. Each Holder will, if selling holder of Registrable Securities held agrees (severally and not jointly) to indemnify and hold harmless, to the full extent permitted by him are included in law, the securities as to which such registrationIssuer, qualification or compliance is being effectedits directors, indemnify the Company, each of its directors and officers and partners, and each underwriter, if any, of the Company's securities covered by such a registration statement, each person Person who controls the Company Issuer (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules Exchange Act), and regulations thereunder, each other such Holder and each selling holder of Registrable Securities, their respective officers, directors and partners, and each Person controlling who controls (within the meaning of the Securities Act or the Exchange Act) such other selling holder (each, a “Company/Seller Indemnified Party” and, together with the Holder or other stockholderIndemnified Parties, the “Indemnified Parties”), from and against all claims, losses, damages, expenses and liabilities (or actions in respect thereof) arising out of or based on any Losses resulting from any untrue or allegedly untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein omission of a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference 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, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made had been contained in any information furnished in writing by such selling holder to the Issuer expressly for inclusion in such registration statementRegistration Statement. This indemnity shall be in addition to any liability such holder may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Issuer or any Company/Seller Indemnified Party. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the net proceeds received by such holder from the sale of the Registrable Securities giving rise to such indemnification obligation. Each holder also shall indemnify any underwriters of the Registrable Securities, prospectustheir officers, offering circular or other document in reliance upon Table of Contents directors and in conformity with written information furnished partners, and each Person who controls such underwriters (within the meaning of the Securities Act) to the Company by such Holder and stated same extent as provided above with respect to be specifically for use thereinthe indemnification of the Issuer.