Common use of Indemnification by the Holders Clause in Contracts

Indemnification by the Holders. Each Holder severally (and not jointly) will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling Holder, indemnify and hold harmless the Company, each of its officers, employees, affiliates, directors, partners, members, attorneys and agents and each underwriter (if any), and each other selling Holder and each other Person, if any, who controls such Person within the meaning of the Securities Act, against any losses, claims, judgments, damages or liabilities, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus, any Free Writing Prospectus or summary 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 to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling Holder 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 severally shall: (a) Furnish in writing all information to the Company concerning itself and not jointly) will, its holdings of securities of the Company as shall be required in connection with the event that preparation and filing of any registration is being effected under the Securities Act pursuant to this Agreement of statement covering any Registrable Securities held by such selling Holder, indemnify Securities; and (b) Indemnify and hold harmless the Company, each of its officers, employees, affiliates, directors, partnerseach of its officers who has signed any registration statement covering any Registrable Securities, members, attorneys and agents and each underwriter (if any), and each other selling Holder and each other Personperson, if any, who controls such Person the Company within the meaning of the Securities Act and any underwriter (as defined in the Securities Act) for the Company, against any losses, claims, judgments, damages or liabilitiesliabilities 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, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon caused by any untrue statement or allegedly alleged untrue statement of a any material fact contained in any Registration Statement registration statement under which the sale of such Registrable Securities was were registered under the Securities Act, any preliminary prospectus, final prospectus, any Free Writing Prospectus or summary the prospectus contained in the Registration Statementtherein, or any amendment or supplement thereto, or arise arising out of or are based upon any the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statement statements therein not misleading; in each case to the extent, if but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling Holder expressly for use therein, or inclusion in 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 thereinforegoing documents, and each Holder shall reimburse the CompanyCompany and any such underwriter, its directors and officersofficer, and each other selling holder director or controlling Person person for any legal or other expenses reasonably incurred by the Company or any of them such director, officer or controlling person in connection with investigation investigating or defending any such loss, claim, damage, liability or action; provided, however, that the total amount to be indemnified by such Holder pursuant to . Each Holder’s liability under this Section 10.2 2.5 shall be limited to an amount equal to the net proceeds (after payment of deducting any applicable underwriting fees, discounts, commissions or taxesdiscount and expenses associated with the Registrable Securities sold thereunder) actually received by such Holder from the sale of Registrable Securities by such Holder. The remedies provided in the offering to which such Registration Statement relates; provided, further, that a Holder this Section 2.5 are not exclusive and shall not limit any rights or remedies which may otherwise be liable in any case available to the extent that prior to the filing of any such Registration Statement, any preliminary prospectus, final prospectus, any Free Writing Prospectus Company at law 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 Companyequity.

Indemnification by the Holders. Each Holder Holder, severally (and not jointly) willjointly with any other Holder, shall indemnify and hold harmless Hecla, its directors, managers, officers, affiliates and employees, each Person that controls Hecla (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, managers, officers, affiliates and employees of such controlling Person (collectively, the “Hecla Indemnified Parties”), to the full extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review), to which the event that any registration is being effected Hecla Indemnified Parties may become subject under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling Holderor otherwise, indemnify and hold harmless the Company, each of its officers, employees, affiliates, directors, partners, members, attorneys and agents and each underwriter (if any), and each other selling Holder and each other Person, if any, who controls such Person within the meaning of the Securities Act, against any losses, claims, judgments, damages or liabilities, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise arising solely out of or are based solely upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities ActStatement, any preliminary Prospectus, or any form of prospectus, final prospectus, any Free Writing Prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement thereto, or arise arising solely out of or are based solely upon any omission or the alleged omission to state of a material fact required to be stated therein or necessary to make the statement 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, if to the extent, but only to the extent, that such untrue statement or omission was made is contained in reliance upon and any information so furnished in conformity with information writing by such Holder to 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 the Company by such selling Holder 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, Hecla information expressly for use in, and within a reasonable period of time prior to the effectiveness of such Registration Statementof, any preliminary prospectus, final prospectus, any Free Writing Prospectus or summary prospectus contained in the Registration Statement, Statement or any amendment amendments or supplement supplements thereto which corrected or made not misleading information previously provided to the CompanyHecla.

Indemnification by the Holders. Each Holder severally (will severally, and not jointly) will, in proportion to the event that any registration respective number of shares included by each such Holder, if Registrable Securities are included in the securities as to which such registration, qualification or compliance is being effected under the Securities Act pursuant to effected, notwithstanding any termination of this Agreement of any Registrable Securities held by such selling HolderAgreement, indemnify and hold harmless the Company, and each of its officers, employeesdirectors, affiliatesagents, directorsinvestment advisors, partners, membersmembers and employees to the fullest extent permitted by applicable law, attorneys from and agents and each underwriter (if any), and each other selling Holder and each other Person, if any, who controls such Person within the meaning of the Securities Act, against any lossesand all Losses, claimsas incurred, judgments, damages or liabilities, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon relating to any untrue statement or allegedly alleged untrue statement of a material fact contained in any Registration Statement under which the sale Statement, any Prospectus or any form of such Registrable Securities was registered under the Securities Act, prospectus or in any amendment or supplement thereto or in any preliminary prospectus, final prospectus, any Free Writing Prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement thereto, or arise arising out of or are based upon relating to any omission or the alleged omission to state of a material fact required to be stated therein or necessary to make the statement 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, if but only to the statement extent, that (1) such untrue statements or omission was made in reliance omissions are based solely upon and in conformity with information regarding such Holder furnished in writing to the Company by such selling Holder expressly for use therein, or any untrue statement to the extent that such information relates to such Holder or alleged untrue statement such Holder’s proposed method of a material fact distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the information conveyed to Registration Statement, such Prospectus or such form of Prospectus or in any purchaser at amendment or supplement thereto (it being understood that the time Holder has approved Annex A hereto for this purpose) or (2) in the case of an occurrence of an event of the sale 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 purchaserLoss would have been corrected. Notwithstanding anything in this Agreement to the contrary, or the omission or alleged omission to state therein a material fact required to be stated therein, and shall reimburse liability of 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 5 shall be limited to not exceed the net dollar amount of the proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by such Holder in upon the offering sale of Registrable Securities giving rise 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 Companyliability.

Indemnification by the Holders. Each The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2(b) hereof, that the Company shall have received an undertaking reasonably satisfactory to it from the Electing Holder of such Registrable Securities, severally (and not jointly, to (i) will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling Holder, indemnify and hold harmless the Company, each of its officers, employees, affiliates, directors, partners, members, attorneys and agents and each underwriter (if any)the Guarantors, and each all other selling Holder and each other Person, if any, who controls such Person within the meaning holders of the Securities ActRegistrable Securities, against any losses, claims, judgments, damages or liabilitiesliabilities to which the Company, the Guarantors or such other holders of Registrable Securities may become subject, under the Securities Act or otherwise, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or allegedly alleged untrue statement of a material fact contained in such registration statement, or any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectuspreliminary, final prospectus, any Free Writing Prospectus or summary prospectus contained in therein or furnished by the Registration StatementCompany to any such Electing Holder, or any amendment or supplement thereto, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling Holder 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 or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Electing Holder expressly for use therein, and shall (ii) reimburse the Company, its directors Company and officers, and each other selling holder or controlling Person the Guarantors for any legal or other expenses reasonably incurred by any of them the Company and the Guarantors in connection with investigation investigating or defending any such loss, claim, damage, liability action or actionclaim 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 total dollar amount of the proceeds 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 Electing Holder in from 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 sale 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 Electing Holder’s Registrable Securities pursuant to the Companysuch registration.

Indemnification by the Holders. Each Holder severally (and not jointly) will, in In the event that of any registration is being effected of any Registrable Securities under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling HolderAgreement, each Holder shall, severally and not jointly, indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 hereof) the Company, each director and officer of its officers, employees, affiliates, directors, partners, members, attorneys and agents and each underwriter (if any), and each other selling Holder the Company and each other Person, if any, who controls such Person the Company within the meaning of the Securities ActAct and the Exchange Act (each such Person being sometimes referred to as a "Company Indemnified Person"), against Losses to which the Company or any lossessuch Persons may become subject under the Securities Act or otherwise, claims, judgments, damages or liabilities, insofar as to the extent that such losses, claims, judgments, damages or liabilities Losses (or related actions in respect thereofor proceedings) arise out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus, any Free Writing Prospectus or summary 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 to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling Holder expressly for use therein, or (A) any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement in which Registrable Securities were included for registration under the information conveyed to Securities Act, or any purchaser at the time of the sale preliminary Prospectus or any final Prospectus included in such Registration Statement (or any amendment or supplement to such purchaserRegistration Statement or Prospectus), or the (B) 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 the Prospectus and shall reimburse any preliminary Prospectus in light of the Companycircumstances under which they were made) not misleading, its directors in each case, only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement in reliance upon and officersin conformity with written information furnished to the Company 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 other selling holder or controlling Holder agrees to reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred by any of them it in connection with investigation investigating or defending any such loss, claim, damage, liability action or actionclaim as such expenses are incurred; provided, however, that the total amount to be indemnified by such Holder pursuant to a Holder's aggregate liability under this Section 10.2 Agreement shall be limited to an amount equal to the net proceeds (after payment of any underwriting fees, discounts, commissions or taxesdeducting the underwriter's discount and expenses) actually received by such Holder in from 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 sale 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 Holder's Registrable Securities pursuant to the Companysuch registration.

Indemnification by the Holders. Each Holder Holder, severally (and not jointly) will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling Holder, shall indemnify and hold harmless the Company, each of its officers, employees, affiliates, directors, partners, members, attorneys directors and agents employees and each underwriter (if any), and each other selling Holder and each other Personperson, if any, who controls such Person the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages, liabilities and expenses 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, against any losses, claims, judgments, damages the Exchange Act or liabilitiesotherwise, insofar as such losses, claims, judgmentsdamages, damages liabilities or liabilities expenses (or actions action in respect thereof) arise out of of, or are based upon upon: (i) any untrue statement or allegedly alleged untrue statement of a material fact contained in any the Shelf Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus, any Free Writing Prospectus or summary prospectus contained in the Registration Statement, or any amendment thereto or any related preliminary prospectus or the Prospectus or any amendment thereto of supplement thereto, or arise out of or are based upon any thereof; or (ii) the omission or the alleged omission to state 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 statement 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, if the statement or omission was made in reliance upon and in conformity with information furnished in writing each case to the Company by such selling Holder expressly for use thereinextent, or any untrue statement or alleged untrue statement of a material fact in but only to the information conveyed to any purchaser at the time of the sale to such purchaserextent, 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 that any such loss, claim, damage, liability or action; provided, however, that the total amount expense arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made therein was made in reliance upon and in conformity with written information pertaining to be indemnified by such Holder pursuant to this Section 10.2 shall be limited and furnished to the net proceeds (after payment Company by or on behalf 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 therein. The foregoing indemnity agreement is in addition to the effectiveness of such Registration Statement, any preliminary prospectus, final prospectus, liability that any Free Writing Prospectus or summary prospectus contained in the Registration Statement, or Holder may otherwise have to any amendment or supplement thereto which corrected or made not misleading information previously provided to the Companyindemnified party.

Indemnification by the Holders. Each Holder holder of Securities, Registrable Securities or Exchange Securities, as applicable, severally (and not jointly, will (i) will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling Holder, indemnify and hold harmless the CompanyIssuer, each Guarantor and all other holders of its officers, employees, affiliates, directors, partners, members, attorneys and agents and each underwriter (if any), and each other selling Holder and each other Person, if any, who controls such Person within the meaning of the Securities ActRegistrable Securities, against any losses, claims, judgments, damages or liabilitiesliabilities to which the Issuer, each Guarantor or such other holders of Registrable Securities may become subject, under the Securities Act or otherwise, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or allegedly alleged untrue statement of a material fact contained in such registration statement, or any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectuspreliminary, final prospectus, any Free Writing Prospectus or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained in therein or furnished by the Registration StatementIssuer to any such holder, or any amendment or supplement thereto, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling Holder 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 or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Issuer by such holder expressly for use therein, and shall (ii) reimburse the Company, its directors and officers, Issuer and each other selling holder or controlling Person Guarantor for any legal or other expenses reasonably incurred by any of them the Issuer and each Guarantor in connection with investigation investigating or defending any such loss, claim, damage, liability action or actionclaim 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 total dollar amount of the proceeds 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 holder from 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 sale 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 holder’s Registrable Securities pursuant to the Companysuch registration.

Indemnification by the Holders. Each Holder severally (and not jointly) will, in the event that In connection with any registration statement in which a Holder is being effected under participating, each such Holder will furnish to the Securities Act pursuant Company in writing such information with respect to this Agreement such Holder as the Company reasonably requests for use in connection with any registration statement or prospectus covering the Registrable Shares of any Registrable Securities held such Holder and to the extent permitted by such selling Holder, law agrees to indemnify and hold harmless the Company, each of its officers, employees, affiliates, directors, partners, members, attorneys officers and agents and each underwriter (if any), and each other selling Holder and each other Person, if any, Person who controls such Person (within the meaning of the Securities Act1933 Act or the 0000 Xxx) the Company and any other Holder, against any losses, claims, judgmentsdamages, damages or liabilities, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise and expenses arising out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus, any Free Writing Prospectus or summary 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 to state a material fact required to be stated therein or necessary to make the statements in the registration statement therein 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, if to the extent, but only to the extent, that such untrue statement or omission was is made in reliance upon on and in conformity with the written information or signed affidavit with respect to such Holder so furnished in writing to the Company by such selling Holder expressly for use therein, or any untrue in the registration 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 actionprospectus; provided, however, that the total amount obligation to indemnify shall be indemnified by several, not joint and several, among such Holders and the liability of each such Holder pursuant to this Section 10.2 shall be in proportion to and limited to the net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually amount received by such Holder from the sale of Registrable Shares pursuant to a registration statement in accordance with the offering terms of this Agreement. The Company and the Holders hereby acknowledge and agree that, unless otherwise expressly agreed to which in writing by such Registration Statement relates; providedholders, further, that a Holder shall not the only information furnished or to be liable furnished to the Company for use in any case registration statement or prospectus relating to the extent that prior Registrable Shares or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (a) transactions or the filing of any relationship between such Registration Statementholder and its Affiliates, any preliminary prospectuson the one hand, 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 and the Company, information expressly for use inon the other hand, (b) the beneficial ownership of Registrable Shares by such holder and within a reasonable period of time prior to its Affiliates, (c) the effectiveness name and address of such Registration Statement, Holder and (d) any preliminary prospectus, final prospectus, additional information about such Holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in 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 Companysuch document.

Indemnification by the Holders. Each Holder agrees, severally (and but not jointly) will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling Holder, indemnify and hold harmless harmless, to the fullest extent permitted by law, the Company, each of its directors, officers, employees, affiliates, directors, partners, members, attorneys and agents shareholders and each underwriter (if any), and each other selling Holder and each other Person, if any, person who controls such Person the Company (within the meaning of the Securities Act, 0000 Xxx) against any losses, claims, judgmentsdamages, damages or liabilities, insofar as such losses, claims, judgments, damages or liabilities and expense (or actions in respect thereofincluding reasonable attorney fees) arise out of or are based upon resulting from any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus, any Free Writing Prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement thereto, or arise out omission of or are based upon any omission or the alleged omission to state a material fact required to be stated therein in the Registration Statement, a Prospectus or a preliminary Prospectus or a Blue Sky Application or amendment or supplement thereto or necessary to make the statement statements therein not misleading, if to the extent, but only to the extent that such untrue statement or omission was made is contained in reliance upon and in conformity with any information furnished in writing by such Holder to the Company by specifically for inclusion in such selling Registration Statement or Prospectus or amendment or supplement thereto, provided, however, that such Holder expressly for use thereinwill not be liable in any such case if and to the extent that any such loss, claim, damage or any liability arises out of or is based upon an 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 so made in conformity with information furnished by Company 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 such Holder in writing 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, Blue Sky Application or any amendment or supplement thereto, each . In no event shall the liability of a Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 6 and the amount of any damages such Holder has furnished in writing otherwise been required to the Company, information expressly for use in, and within a reasonable period of time prior to the effectiveness pay by reason of such Registration Statement, any preliminary prospectus, final prospectus, any Free Writing Prospectus untrue statement or summary prospectus contained omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement, or any amendment or supplement thereto which corrected or made not misleading information previously provided Statement giving rise to the Companysuch indemnification obligation.

Indemnification by the Holders. Each selling Holder agrees (severally (and not jointly) will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling Holder, indemnify and hold harmless harmless, to the fullest extent permitted by law, the Company, each of its officers, employees, affiliates, directors, partners, members, attorneys directors and agents officers and each underwriter (if any), and each other selling Holder and each other Person, if any, Person who controls such Person the Company (within the meaning of the Securities Act or the Exchange Act, ) from and against any losses, claims, judgments, damages or liabilities, insofar as such losses, claims, judgments, damages or liabilities Losses resulting from (or actions in respect thereofi) arise out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement registration statement under which the sale of such Registrable Securities was were registered or sold under the Securities Act, any final, preliminary prospectus, final prospectusor summary prospectus contained therein, any Free Writing Prospectus or summary prospectus contained in the Registration StatementProspectus, or any amendment or supplement thereto, to any of the foregoing or arise out of any documents incorporated by reference therein or are based upon (ii) any omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statement statements therein (in the case of a prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading, if in each case to the extent, but only to the extent, that such untrue statement or omission was made is contained in reliance upon and in conformity with any information furnished in writing to the Company by such selling Holder expressly to the Company specifically for use inclusion in such registration statement, final, preliminary or summary prospectus contained 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 StatementProspectus, or any amendment or supplement theretoto any of the foregoing, each and has not been corrected in a subsequent writing prior to or concurrently with the sale of the Registrable Securities to the Person asserting the claim. In no event shall the liability of any selling Holder has 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 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 to the Company, information expressly by such Persons specifically for use in, and within a reasonable period of time prior to the effectiveness of such Registration Statement, inclusion in any preliminary prospectus, final prospectus, any Free Writing Prospectus 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 Companyregistration statement.

Indemnification by the Holders. Each Person that is a Holder that is a signatory to this Agreement or that is a Notice Holder, severally (and not jointly) will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling Holderwill indemnify, indemnify defend and hold harmless the Company, each of its officers, employees, affiliates, directors, partners, members, attorneys Issuer Indemnified Person from and agents against (and each underwriter (if any), and each other selling Holder and each other will reimburse such Issuer Indemnified Person, if anyas incurred, who controls for) any Losses that, jointly or severally, such Issuer Indemnified Person within the meaning of may incur under the Securities Act, against any lossesthe Exchange Act, claims, judgments, damages the common law or liabilitiesotherwise, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) Losses arise out of or are based upon on (i) any untrue statement Material Disclosure Defect or allegedly untrue statement of a material fact contained alleged Material Disclosure Defect in any Registration Statement under Document, which Material Disclosure Defect or alleged Material Disclosure Defect is included therein in conformity with the sale Holder Information of such Holder; and (ii) any sale by such Holder, pursuant to the General Resale Registration Statement, of Registrable Underlying Securities was registered under either (x) during a Blackout Period in breach of such Holder’s covenant set forth in Section 5(a)(iii); or (y) without delivery, if required by the Securities Act, of the most recent related prospectus or prospectus supplement provided to such Holder by the Company pursuant to Section 6(h) (or on file on SEC’s XXXXX system (or any preliminary prospectussuccessor thereto)), final prospectusexcept, any Free Writing Prospectus or summary prospectus contained in the Registration Statementcase of this clause (y), to the extent the same is deemed to have been delivered through compliance with Rule 172 under the Securities Act or any amendment or supplement thereto, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling Holder 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 actionsimilar rule; provided, however, that in no event will the total amount to be indemnified by such liability of any Holder pursuant to this Section 10.2 shall be limited 9(b) exceed a dollar amount equal to the net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by such Holder in (less any related discounts, commissions, transfer taxes, fees or other expenses) from the offering to which such Registration Statement relates; provided, further, that a Holder shall not be liable in any case sale of the Registrable Underlying Securities giving rise 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 Companyrelated indemnification obligation under this Section 9(b).

Indemnification by the Holders. Each To the extent permitted by law, each Holder severally (and not jointly) will, selling shares in the event that any registration is being effected under the Securities Act pursuant a Registration agrees to this Agreement of any Registrable Securities held by such selling Holder, indemnify and hold harmless the Company, each of its officers, employees, affiliates, directors, partners, members, attorneys officers and agents and each underwriter (if any), and each other selling Holder and each other Person, if any, Person who controls such Person (within the meaning of the Securities Act or the Exchange Act) the Company, against any losses, claims, judgmentsdamages, damages or liabilities, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise and expenses arising out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus, any Free Writing Prospectus or summary 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 to state a material fact required to be stated therein or necessary to make the statement therein statements in the registration statement, 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, if to the extent, but only to the extent, that such untrue statement or omission was is made in reliance upon on and in conformity with the information or affidavit with respect to such Holder so furnished in writing to the Company by such selling Holder expressly for use therein, or any untrue in the registration statement or alleged untrue statement prospectus; provided, that the obligation to indemnify shall be several, not joint and several, among such Holders and the liability of a material fact each such Holder shall be in proportion to and limited to the information conveyed to any purchaser at the time of net proceeds received by such Holder from the sale of Registrable Securities pursuant to such purchaser, or registration statement in accordance with the omission or alleged omission terms of this Agreement. The indemnity agreement contained in this Section 3.04(b) shall not apply 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 amounts paid in settlement of them in connection with investigation or defending any such loss, claim, damage, liability liability, action or action; providedproceeding if such settlement is effected without the consent of such Holder. The Company and the Holders of the Registrable Securities hereby acknowledge and agree that, howeverunless otherwise expressly agreed to in writing by such Holders, that the total amount only information furnished or to be indemnified 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 (i) the beneficial ownership of shares of Common Stock by such Holder pursuant to this Section 10.2 shall be limited to and its Affiliates, (ii) the net proceeds (after payment name and address of any underwriting fees, discounts, commissions or taxes) actually received by such Holder in and (iii) any additional information about such Holder or the offering plan of distribution (other than for an underwritten offering) required by law or regulation to which such Registration Statement relates; provided, further, that a Holder shall not be liable disclosed 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 Companydocument.

Indemnification by the Holders. Each Person that is a Holder that is a signatory to this Agreement or that is a Notice Holder, severally (and not jointly) will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling Holderwill indemnify, indemnify defend and hold harmless the Company, each of its officers, employees, affiliates, directors, partners, members, attorneys Company Indemnified Person from and agents against (and each underwriter (if any), and each other selling Holder and each other will reimburse such Company Indemnified Person, if anyas incurred, who controls for) any Losses that, jointly or severally, such Company Indemnified Person within the meaning of may incur under the Securities Act, against any lossesthe Exchange Act, claims, judgments, damages the common law or liabilitiesotherwise, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) Losses arise out of or are based upon on (i) any untrue statement Material Disclosure Defect or allegedly untrue statement of a material fact contained alleged Material Disclosure Defect in any Registration Statement under Document, which Material Disclosure Defect or alleged Material Disclosure Defect is included therein in conformity with the sale Holder Information of such Holder; and (ii) any sale by such Holder, pursuant to the General Resale Registration Statement, of Registrable Securities was registered under either (x) during a Blackout Period in breach of such Holder’s covenant set forth in Section 10(b)(iii); or (y) without delivery, if required by the Securities Act, of the most recent related prospectus or prospectus supplement provided to such Holder by the Company pursuant to Section 11(h) (or on file on SEC’s XXXXX system (or any preliminary prospectussuccessor thereto)), final prospectusexcept, any Free Writing Prospectus or summary prospectus contained in the Registration Statementcase of this clause (y), to the extent the same is deemed to have been delivered through compliance with Rule 172 under the Securities Act or any amendment or supplement thereto, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling Holder 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 actionsimilar rule; provided, however, that in no event will the total amount to be indemnified by such liability of any Holder pursuant to this Section 10.2 shall be limited 14(b) exceed a dollar amount equal to the net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by such Holder in (less any related discounts, or commissions) from the offering to which such Registration Statement relates; provided, further, that a Holder shall not be liable in any case sale of the Registrable Securities giving rise 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 Companyrelated indemnification obligation under this Section 14(b).

Indemnification by the Holders. Each Holder of Registrable Securities severally (and not jointly) will, in the event that any registration is being effected under the Securities Act pursuant agrees to this Agreement of any Registrable Securities held by such selling Holder, indemnify and hold harmless the Company and each Person who controls the Company within the meaning of either the Securities Act or the Exchange Act, each Affiliate of the Company, each of its and all directors, officers, employees, affiliates, directors, partners, members, attorneys managers and agents and each underwriter (if any), and each other selling Holder and each other Person, if any, who controls such Person within the meaning of the Securities Actforegoing Persons, to the fullest extent permitted by applicable law, from and against any losses, claims, judgments, damages and all Losses to which they or liabilities, any of them may become subject insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) Losses arise out of or are based upon any untrue statement or allegedly alleged untrue statement of a material fact contained in any a Registration Statement under which as originally filed or in any amendment thereof, or in the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus, Disclosure Package or any Free Writing Prospectus Prospectus, preliminary, final or summary prospectus contained Prospectus included in the any such Registration Statement, or in any amendment thereof or supplement thereto, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling Holder 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 thereintherein or necessary to make the statements therein not misleading, and shall reimburse to the Companyextent, its directors and officersbut only to the extent, 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 that any such loss, claim, damage, liability untrue statement or actionalleged untrue statement or omission or alleged omission is contained in any written information relating to such Holder furnished to the Company by or on behalf of such Holder specifically for inclusion therein; provided, however, that the total amount to be indemnified by such Holder pursuant to this Section 10.2 10(b) shall be limited to the net proceeds (after payment of any underwriting fees, discounts, commissions or taxesdeducting underwriters’ discounts and commissions) actually 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, any preliminary prospectusDisclosure Package, final prospectusProspectus, any or Free Writing Prospectus or summary prospectus contained in the Registration Statement, or any amendment thereof 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 StatementStatement or use of such Disclosure Package, any preliminary prospectusProspectus, final prospectus, any or Free Writing Prospectus or summary prospectus contained in the Registration Statement, 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 Electing Holder agrees, severally (and not jointly, to (i) will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling Holder, indemnify and hold harmless the Company, each Company and all other holders of its officers, employees, affiliates, directors, partners, members, attorneys and agents and each underwriter (if any), and each other selling Holder and each other Person, if any, who controls such Person within the meaning of the Securities ActRegistrable Securities, against any losses, claims, judgments, damages or liabilitiesliabilities to which the Company or such other holders of Registrable Securities may become subject, under the Securities Act or otherwise, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or allegedly alleged untrue statement of a material fact contained in such registration statement, or any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectuspreliminary, final prospectus, any Free Writing Prospectus or summary free writing prospectus contained in therein or furnished by the Registration StatementCompany to any such Electing Holder, or any amendment or supplement thereto, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling Holder 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 or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Electing Holder expressly for use therein, and shall (ii) reimburse the Company, its directors and officers, and each other selling holder or controlling Person Company for any legal or other expenses reasonably incurred by any of them the Company in connection with investigation investigating or defending any such loss, claim, damage, liability action or actionclaim 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 total dollar amount of the proceeds 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 Electing Holder in from 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 sale 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 Electing Holders Registrable Securities pursuant to the Companysuch registration.

Indemnification by the Holders. Each Holder severally (and not jointly) of the Holders will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any if Registrable Securities held by it are included in the securities as to which such selling HolderRegistration Statement is being effected, severally and not jointly, indemnify and hold harmless the Company, each of its directors and officers, employees, affiliates, directors, partners, members, attorneys and agents and each underwriter (if any)Person who "controls" the Company within the meaning of SEC Rule 405 under the Securities Act, Section 15 of the Securities Act or Section 20 of the Exchange Act, and each other selling Holder and each other Person, if any, who controls such Person within the meaning of the Securities ActHolder, against any losses, claims, judgments, damages or liabilities, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise all Claims arising out of or are based upon on (i) any untrue statement actual or allegedly alleged untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus, any Free Writing Prospectus or summary prospectus contained in the Registration Statementfact, or any amendment or supplement thereto, or arise out of or are based upon any omission or the alleged omission to state of a material fact required to be stated therein or necessary in order to make the statement included or incorporated therein not misleading, if 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, its directors, officers, partners, members or control Persons for any legal or any other expenses reasonably incurred in connection with investigating and defending any such Claim, in 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 the Registration Statement, prospectus, offering memorandum or other document in reliance upon and in conformity with written information furnished in writing to the Company by or on behalf of such selling Holder expressly and stated to be specifically 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 that, to the total amount to be indemnified extent permitted by such Holder pursuant to this Section 10.2 law, the several obligations of each of the Holders hereunder shall be limited to an amount equal to the net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by such Holder in from the offering sale of the Registrable Securities pursuant 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 To the extent permitted by law, each Holder severally (and not jointly) will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any if Registrable Securities held by such selling HolderHolder are included in such Registration Statement, indemnify and hold harmless the Company, each of its officers, employees, affiliates, directors, partners, members, attorneys and agents and each underwriter (if any)its officers, and each other selling Holder and each other Person, if any, who controls such Person the Company within the meaning of the Securities Act, and any other Holder selling securities under such Registration Statement or any of such other Holder's partners, directors or officers, if any, who control such Holder, against any losses, claims, judgmentsdamages, damages liabilities or liabilitiesexpenses (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, judgmentsdamages, damages liabilities or liabilities expenses (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or allegedly alleged untrue statement of a material fact contained in any the Registration Statement under which for registration of the sale of such Registrable Securities was registered under the Securities ActSecurities, any preliminary prospectus, or final prospectus, any Free Writing Prospectus or summary prospectus contained in the Registration Statement, therein or any amendment amendments or supplement supplements thereto, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling Holder 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 thereintherein or necessary to make the statements therein not misleading, and shall reimburse the Company, its directors and officers, and in 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 (and only to the filing extent) that such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise out of or are based upon any such Registration Statement, any preliminary prospectus, final prospectus, any Free Writing Prospectus untrue statement or summary prospectus contained alleged untrue statement or omission or alleged omission made therein in the Registration Statement, or any amendment or supplement thereto, each Holder has reliance upon and in conformity with written information furnished in writing to the Company, information Company by such Holder expressly for use in, and within a reasonable period of time prior to the effectiveness of in connection with 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 Companyregistration.

Indemnification by the Holders. Each To the extent permitted by law, each Holder severally (and not jointly) will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any if Registrable Securities held by such selling HolderHolder are included in such Registration Statement, indemnify and hold harmless the Company, each of its officers, employees, affiliates, directors, partners, members, attorneys and agents and each underwriter (if any)its officers, and each other selling Holder and each other Person, if any, who controls such Person the Company within the meaning of the Securities Act, and any other Holder selling securities under such Registration Statement or any of such other Holder's partners, directors or officers, if any, who control such Holder, against any losses, claims, judgmentsdamages, damages liabilities or liabilitiesexpenses (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, judgmentsdamages, damages liabilities or liabilities expenses (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or allegedly alleged untrue statement of a material fact contained in any the Registration Statement under which for registration of the sale of such Registrable Securities was registered under the Securities ActSecurities, any preliminary prospectus, or final prospectus, any Free Writing Prospectus or summary prospectus contained in the Registration Statement, therein or any amendment amendments or supplement supplements thereto, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling Holder 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 thereintherein or necessary to make the statements therein not misleading, in each case to the extent (and shall reimburse only to the Companyextent) that such losses, its directors 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 or omission or alleged omission made therein in reliance upon and officers, and each other selling holder or controlling Person in conformity with written information furnished to the Company by such Holder expressly for any legal or other expenses reasonably incurred by any of them use in connection with investigation or defending any such loss, claim, damage, liability or actionregistration; provided, however, provided that the total amount to be indemnified by such liability of each Holder pursuant to under this Section 10.2 2.10(b) shall be limited to the net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually amount received by such Holder in from the offering sale of Registrable Securities pursuant 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 severally (and not jointly) will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling Holder, jointly shall indemnify and hold harmless the CompanyFirst Avenue, each of its directors and officers, employees, affiliates, directors, partners, members, attorneys and agents and each underwriter (if any), and each other selling Holder and each other Personperson, if any, who controls such Person First Avenue within the meaning of Section 15 of the 1933 Act, and each agent and any underwriter (within the meaning of the Securities Act, 0000 Xxx) for First Avenue against any losses, claims, judgments, 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, claims, judgments, damages or liabilities (or actions proceedings in respect thereof) arise out of or are based upon any untrue statement or allegedly alleged untrue statement of a any material fact contained in the registration statement or any Registration Statement preliminary or final prospectus included therein (including any free-writing prospectus filed under which the sale of such Registrable Securities was registered Rule 424 under the Securities Act, any preliminary prospectus, final prospectus, any Free Writing Prospectus or summary prospectus contained in the Registration Statement, 1933 Act or any amendment amendments or supplement supplements thereto, ) or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling Holder 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 or necessary to make the statements therein, in the case of any prospectus, in light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the registration statement, preliminary or final prospectus, or 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 the Company, its directors and officers, and each other selling holder or controlling Person for any legal or other expenses reasonably incurred by First Avenue or any of them such director, officer, controlling person, agent or underwriter in connection with investigation investigating or defending any such loss, claim, damage, liability or action; provided, however, that the total amount to be indemnified by such Holder pursuant to indemnity agreement contained in this Section 10.2 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 net proceeds (after payment of deducting any underwriting fees, discounts, or broker’s discounts or commissions or taxesbut before deducting expenses) actually received by such Holder in from the offering to which sale of Registrable Stock covered by 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 Companyregistration statement.

Indemnification by the Holders. Each To the extent permitted by law, each Holder severally (and not jointly) willshall, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any if Registrable Securities held by such selling HolderHolder are included in the securities as to which such registration, qualifications or compliance is being effected pursuant to Section 2.1, Section 2.2 or Section 2.3, indemnify and hold harmless the Company, each of its officers, employees, affiliatesadvisors, agents and directors, partnerseach of its officers who has signed the registration statement, members, attorneys and agents and each underwriter (if any), and each other selling Holder and each other Person, if any, who controls such Person Controls the Company within the meaning of the Securities ActAct and any underwriter, against any losses, claims, judgments, damages or liabilitiesliabilities (joint or several; or actions, proceedings or settlements in respect thereof) 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, judgments, damages or liabilities (or actions actions, proceedings or settlements in respect thereof) arise out of or are based upon any untrue statement of the following statements, omissions or allegedly untrue statement of a material fact contained Violation, in any Registration Statement under which each case to the sale of extent (and only to the extent) that such Registrable Securities was registered under the Securities Actstatement, any preliminary prospectus, final prospectus, any Free Writing Prospectus omission or summary prospectus contained Violation occurs in the Registration Statement, or any amendment or supplement thereto, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in Company’s reasonable reliance upon and in conformity with written information furnished in writing to the Company by such selling Holder Holder, or their respective partners, officers, directors, employees, advisors, agents, underwriters or Controlling Persons expressly for use therein, or any in connection with such registration: (a) untrue statement or alleged untrue statement of a material fact contained in the information conveyed to such registration statement, including any purchaser at the time of the sale to such purchaser, preliminary prospectus or the final prospectus contained therein or any amendments or supplements thereto; or (b) omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading, and such Holder 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 the Company or any of them such employee, advisor, agent, director, officer, controlling Person or underwriter in connection with investigation investigating or defending any such loss, claim, damage, liability liability, action or actionproceeding; provided, however, that the total amount to be indemnified by such Holder pursuant to indemnity agreement contained in this Section 10.2 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 limited to unreasonably withheld; and provided, further, that except for liability for fraud or willful misrepresentation, in no event shall any indemnity under this Section 3.2 exceed the net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by such Holder in such registration. For the offering to which such Registration Statement relates; providedavoidance of doubt, further, that a Holder shall the obligations of the Holders under this Section 3.2 are several but 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 Companyjoint.

Indemnification by the Holders. Each In the event of any registration of any securities of the Company under the 1933 Act, each Holder severally (and not jointly) will, in the event that any registration is being effected under the Securities Act pursuant and hereby does agree to this Agreement of any Registrable Securities held by such selling Holder, indemnify and hold harmless the Company, each of its directors and officers, employees, affiliates, directors, partners, members, attorneys and agents and each underwriter (if any), and each other selling Holder Person who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls the Company or any such Person underwriter within the meaning of the Securities Act, 1933 Act against any losses, claims, judgments, 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, claims, judgments, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise directly out of or are based upon of: (i) any untrue statement or allegedly alleged untrue statement of a any material fact contained in any Registration Statement registration statement under which the sale of such Registrable Securities was securities were registered under the Securities 1933 Act, any preliminary prospectus, final prospectus, any Free Writing Prospectus prospectus or summary prospectus contained in the Registration Statementtherein, or any amendment or supplement thereto, or arise out of or are based upon (ii) any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling Holder 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 therein or necessary to make the Company, its directors and officersstatements therein not misleading, and each other selling holder or Holder will reimburse the Company and each such director, officer, underwriter and controlling Person person for any legal or any other expenses reasonably incurred by any of them in connection with investigation investigating or defending any such loss, claim, damageliability, liability action or action; providedproceeding, however, that if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the total amount to be indemnified Company through an instrument duly executed 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 Registrable Securities specifically stating that it is for use in the offering to which preparation of such Registration Statement relates; providedregistration statement, 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, summary prospectus, amendment or supplement. Any such indemnity shall remain in full force and effect, regardless of any Free Writing Prospectus investigation made by or summary prospectus contained in on behalf of the Registration Statement, Company or any amendment such director, officer or supplement thereto, each Holder has furnished in writing to controlling person and shall survive the Company, information expressly for use in, and within a reasonable period of time prior to the effectiveness transfer 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 Companysecurities by such Holder.

Indemnification by the Holders. Each Holder In connection with any registration statement in which a holder of Registrable Securities 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) will, in to indemnify, to the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held full extent permitted by such selling Holderlaw, indemnify and hold harmless the Company, each of its directors, officers, agents and employees, affiliates, directors, partners, members, attorneys and agents and each underwriter (if any), and each other selling Holder and each other Person, if any, Person who controls such Person the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling persons, from and against any losses, claims, judgments, damages or liabilities, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise all Losses arising out of or are based upon any untrue statement or allegedly alleged untrue statement of a material fact contained in any Registration Statement under which the sale registration statement, prospectus (including free-writing prospectuses), or form of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus, any Free Writing Prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement thereto, or arise arising out of or are based upon any omission or the alleged omission to state of a material fact required to be stated therein or necessary to make the statement statements therein not misleading, if to the extent, but only to the extent, that such untrue or alleged untrue statement is contained in, or such omission was made in reliance upon and in conformity with or alleged omission is required to be contained in, any information which (i) relates solely to such holder’s individual ownership of the Registrable Securities, (ii) is furnished in writing to the Company by such selling Holder holder solely in its capacity as a holder of Registrable Securities, expressly for use therein, or any untrue in such registration statement or alleged untrue prospectus and (iii) that such statement or omission was relied upon by the Company in preparation of a material fact in the information conveyed to any purchaser at the time such registration statement, prospectus or form 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 actionprospectus; 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 holder 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 Registrable Securities shall not be liable in any such 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 holder has furnished in writing to the Company, information expressly for use in, and Company within a reasonable period of time prior to the effectiveness filing of any such Registration Statement, any preliminary prospectus, final prospectus, any Free Writing Prospectus registration statement or summary prospectus contained or amendment or supplement thereto information expressly for use in the Registration Statement, such registration statement or prospectus or any amendment or supplement thereto which corrected or made not misleading misleading, information previously provided 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. 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 severally (and not jointly) will, in the event that any registration is being effected under the Securities Act pursuant agrees to this Agreement of any Registrable Securities held by such selling Holder, indemnify and hold harmless the Company, each of its officers, employees, affiliatespartners, directors, partnersofficers, membersAffiliates, attorneys and agents any underwriter retained by the Company and each Person who controls the Company or such underwriter (if any), and each other selling Holder and each other Person, if any, who controls such Person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, ) from and against any losses, claims, judgments, damages or liabilities, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise and all Liabilities arising out of or are based upon any untrue statement untrue, or allegedly untrue untrue, statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus, any Free Writing Prospectus or summary prospectus contained in the Registration Statement, prospectus or preliminary prospectus (as amended or supplemented if the Company shall have furnished any amendment amendments or supplement supplements thereto, ) or arise arising out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling Holder 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 or necessary to make the statements therein not misleading (or in the case of any prospectus, in light of the circumstances such statements were made), but if and only to the extent that such Liability arises out of or is based upon any untrue statement or alleged omission or alleged untrue statement or omission contained in such Registration Statement, preliminary prospectus or final prospectus in reliance and in conformity with information concerning such Holder furnished in writing by such Holder expressly for use 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 each Holder pursuant to this Section 10.2 SECTION 2.11(b) shall be limited to such Holders’ pro rata portion of the net proceeds (after payment of any underwriting fees, discounts, commissions or taxesdeducting the underwriters’ discounts and commissions) actually received by such Holder in the offering to which such the 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, 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 The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2(b) hereof, that the Company shall have received an undertaking reasonably satisfactory to it from the Electing Holder of such Registrable Securities, severally (and not jointly, to (i) will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling Holder, indemnify and hold harmless the Company, each and all other holders of its officers, employees, affiliates, directors, partners, members, attorneys and agents and each underwriter (if any), and each other selling Holder and each other Person, if any, who controls such Person within the meaning of the Securities ActRegistrable Securities, against any losses, claims, judgments, damages or liabilitiesliabilities to which the Company, or such other holders of Registrable Securities may become subject, under the Securities Act or otherwise, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or allegedly alleged untrue statement of a material fact contained in such registration statement, or any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectuspreliminary, final prospectus, any Free Writing Prospectus or summary prospectus contained in therein or furnished by the Registration StatementCompany to any such Electing Holder, or any amendment or supplement thereto, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling Holder 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 or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Electing Holder expressly for use therein, and shall (ii) reimburse the Company, its directors and officers, and each other selling holder or controlling Person Company for any legal or other expenses reasonably incurred by any of them the Company in connection with investigation investigating or defending any such loss, claim, damage, liability action or actionclaim 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 total dollar amount of the proceeds 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 Electing Holder in from 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 sale 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 Electing Holder’s Registrable Securities pursuant to the Companysuch registration.

Indemnification by the Holders. Each and any Agents and Underwriters. The Issuer may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2(b) hereof that each Electing Holder agrees, as a consequence of the inclusion of any of such Electing Holder's Registrable Securities in such registration statement, 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) will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling Holder, indemnify and hold harmless the CompanyIssuer, each of its officers, employees, affiliates, directors, partners, members, attorneys and agents and each underwriter (if any)the Guarantor, and each all other selling Holder and each other Person, if any, who controls such Person within the meaning holders of the Securities ActRegistrable Securities, against any losses, claims, judgments, damages or liabilitiesliabilities to which the Issuer, the Guarantor or such other holders of Registrable Securities may become subject, under the Securities Act or otherwise, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or allegedly alleged untrue statement of a material fact contained in such registration statement or any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectuspreliminary, final prospectus, any Free Writing Prospectus or summary prospectus contained in the Registration Statementtherein, or any amendment or supplement thereto, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling Holder 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 or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Issuer by such Electing Holder, underwriter, selling agent or other securities professional expressly for use therein, and shall (ii) reimburse the Company, its directors Issuer and officers, and each other selling holder or controlling Person the Guarantor for any legal or other expenses reasonably incurred by any of them in connection with investigation investigating or defending any such loss, claim, damage, liability action or actionclaim 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 total dollar amount of the proceeds 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 Electing Holder in from 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 sale 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 Electing Holder's Registrable Securities pursuant to the Companysuch registration.

Indemnification by the Holders. Each Holder of Registrable Securities, severally (and not jointly) will, which Registrable Securities are included in the event that any a registration is being effected under the Securities Act pursuant to the provisions of this Agreement of any Registrable Securities held by such selling HolderAgreement, will indemnify and hold harmless the Company, each of its officers, employees, affiliates, directors, partners, members, attorneys and agents and each underwriter (if any), and each other selling Holder and each other Personperson, if any, who controls such Person the Company within the meaning of the Securities Act, against each officer of the Company who signs the Registration Statement including such Registrable Securities, each director of the Company, each underwriter and any person who controls the underwriter and each of their successors from and against, and will reimburse the Company and such officer, director, underwriter or controlling person with respect to, any and all claims, actions, demands, losses, claimsdamages, judgmentsliabilities, damages costs or liabilitiesexpenses to which the Company or such officer, director, underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such claims, actions, demands, losses, claimsdamages, judgmentsliabilities, damages costs or liabilities (or actions in respect thereof) expenses arise out of or are based upon any untrue statement or allegedly untrue statement of a any material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus, any Free Writing Prospectus or summary prospectus contained in the Registration Statement, any prospectus contained therein or any amendment or supplement thereto, or arise out of or are based upon any omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein statements therein, in light of the circumstances in which they are made, not misleading; provided that such Holder will be liable in any such case to the extent, if 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 omission was made in reliance upon and in strict conformity with written information furnished in writing to the Company by such selling Holder 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 specifically for use in the preparation thereof. The liability of each Holder under this Section 10.2 shall be limited to the net proceeds (after payment proportion of any underwriting feessuch claim, discountsaction, commissions demand, loss, damage, liability, cost or taxes) actually 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 in from 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 sale of any Registrable Securities covered by such Registration Statement, any preliminary prospectus, final prospectus, any Free Writing Prospectus or summary prospectus contained in . This indemnity shall survive 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 transfer of such Registration Statement, any preliminary prospectus, final prospectus, any Free Writing Prospectus or summary prospectus contained in securities by such Holder and the Registration Statement, or any amendment or supplement thereto which corrected or made not misleading information previously provided to the Companyunderwriter.

Indemnification by the Holders. Each Holder Holder, severally (and not jointly) will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling Holderwill indemnify, indemnify defend and hold harmless the Company, each of its officers, employees, affiliates, directors, partners, members, attorneys Company Indemnified Person from and agents against (and each underwriter (if any), and each other selling Holder and each other will reimburse such Company Indemnified Person, if anyas incurred, who controls for) any Losses that, jointly or severally, such Company Indemnified Person within the meaning of may incur under the Securities Act, against any lossesthe Exchange Act, claims, judgments, damages the common law or liabilitiesotherwise, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) Losses arise out of or are based upon on (i) any untrue statement or allegedly untrue statement sale by such Holder, pursuant to the Resale Registration Statement, of Registrable Securities either (x) during a material fact contained Blackout Period in any Registration Statement under which the sale breach of such Registrable Securities was registered under Holder’s covenant set forth in Section 4(a)(iii); or (y) without delivery, if required by the Securities Act, of the most recent related prospectus or prospectus supplement provided to such Holder by the Company pursuant to Section 5(h) (or on file on SEC’s XXXXX system (or any preliminary prospectussuccessor thereto)), final prospectusexcept, any Free Writing Prospectus or summary prospectus contained in the Registration Statementcase of this clause (y), to the extent the same is deemed to have been delivered through compliance with Rule 172 under the Securities Act or any amendment similar rule; or supplement thereto(ii) any Material Disclosure Defect or alleged Material Disclosure Defect in any Resale Registration Statement Document, which Material Disclosure Defect or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated Material Disclosure Defect is included therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by Holder Information of such selling Holder 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 actionHolder; provided, however, that in no event will the total amount to be indemnified by such liability of any Holder pursuant to this Section 10.2 shall be limited 9(b) exceed a dollar amount equal to the net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by such Holder (less any related discounts, commissions, transfer taxes, fees or other expenses) from the sale of the Registrable Securities giving rise to the related indemnification obligation under this Section 9(b). Notwithstanding anything to the contrary in this Section 9(b), nothing in this Section 9(b) will impose any obligation on any Initial Purchaser acting in its capacity as such in connection with the offering to which such Registration Statement relates; provided, further, that a Holder shall not be liable in any case to of 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 CompanyInitial Notes.

Indemnification by the Holders. Each Holder selling holder of Registrable Securities agrees (severally (and not jointly) willto indemnify and hold harmless, in to the event that any registration is being effected under full extent permitted by law, the Issuer, its directors, officers and partners, and each Person who controls the Issuer (within the meaning of the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling Holder, indemnify and hold harmless the Company, each of its officers, employees, affiliates, directors, partners, members, attorneys and agents and each underwriter (if anyExchange Act), and each other selling Holder holder of Registrable Securities, their respective officers, directors and partners, and each other Person, if any, Person who controls such Person (within the meaning of the Securities Act or the Exchange Act) such Person, from and against any losses, claims, judgments, damages or liabilities, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon Losses resulting from any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus, any Free Writing Prospectus or summary 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 to state 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 statement statements therein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading, if to the extent, but only to the extent, that such untrue statement or omission was made had been contained in reliance upon and in conformity with any information furnished in writing to the Company by such selling Holder holder to the Issuer expressly for use therein, inclusion in such Registration 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 untrue statement or alleged untrue statement Indemnified Party. In no event shall the liability of a material fact any selling holder of Registrable Securities hereunder be greater in amount than the information conveyed to any purchaser at the time dollar amount of the net proceeds received by such holder under the sale of the Registrable Securities giving rise to such purchaserindemnification obligation. Each holder also shall indemnify any underwriters of the Registrable Securities, or the omission or alleged omission to state therein a material fact required to be stated thereintheir officers, and shall reimburse the Company, its directors and officerspartners, and each other selling holder or controlling Person for any legal or other expenses reasonably incurred by any who controls such underwriters (within the meaning 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 Securities Act) 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 same extent as provided above with respect to the extent that prior to indemnification of 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 CompanyIssuer.

Indemnification by the Holders. Each Holder severally (and not jointly) will, in the event that any registration is being effected under the Securities Act pursuant As a condition to this Agreement of including any Registrable Securities held by in any registration statement, each Holder of such selling Holder, Registrable Securities agrees to indemnify and hold harmless (in the Companysame manner and to the same extent as set forth in Section 3.8(a)) the Issuer, each all other Holders and any prospective underwriter, as the case may be, and any of its officers, employees, affiliatestheir respective Affiliates, directors, officers, general and limited partners, membersmembers and managing members and controlling Persons, attorneys and agents and each underwriter (if any), and each other selling Holder and each other Person, if any, who controls such Person within the meaning of the Securities Act, against with respect to any losses, claims, judgments, damages or liabilities, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or allegedly untrue alleged statement of a material fact contained in any Registration Statement under which the sale of or omission or alleged omission from such Registrable Securities was registered under the Securities Actregistration statement, any preliminary prospectuspreliminary, final prospectus, any Free Writing Prospectus or summary prospectus contained in the Registration Statementtherein, or any amendment or supplement theretosupplement, if such statement or arise out of alleged statement or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with written information with respect to such Holder furnished in writing to the Company Issuer by such selling Holder 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 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 actionforegoing; provided, however, that the total amount each Holder’s aggregate liability hereunder and under Section 3.8(b) with respect to be indemnified by such Holder pursuant to this Section 10.2 any particular registration shall be limited to an amount equal to the net proceeds (after payment of any deducting underwriting fees, commissions and discounts, commissions or taxesbut before deducting any expenses) actually received by such Holder from the Registrable Securities sold by such Holder in the offering to which such Registration Statement relatesregistration; provided, provided further, that a no Holder shall not be liable in any case have liability hereunder to the extent that prior such Holder timely corrects, amends or supplements such written information previously furnished to the filing Issuer. Such indemnity will remain in full force and effect regardless of any such Registration Statement, investigation made by or on behalf of the Issuer or any preliminary prospectus, final prospectus, any Free Writing Prospectus or summary prospectus contained in of the Registration StatementHolders, or any amendment of their respective Affiliates, directors, officers or supplement thereto, each Holder has furnished in writing to controlling Persons and will survive the Company, information expressly for use in, and within a reasonable period of time prior to the effectiveness Transfer 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 securities by such Holder. Any indemnification obligation of a Holder of Registrable Securities hereunder shall be several and not misleading information previously provided to the Companyjoint with each other Holder of Registrable Securities.

Indemnification by the Holders. Each Holder severally (and not jointly) will, in In the event that of any registration is being effected of any Registrable Securities under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling HolderAgreement, each Holder shall, severally and not jointly, indemnify and hold harmless (in the Companysame manner and to the same extent as set forth in Section 7.01 hereof) Xerox, each director and officer of its officers, employees, affiliates, directors, partners, members, attorneys and agents and each underwriter (if any), and each other selling Holder Xerox and each other Person, if any, who controls such Person Xerox within the meaning of the Securities ActAct and the Exchange Act (each such Person being sometimes referred to as a “Company Indemnified Person”), against Losses to which Xerox or any lossessuch Persons may become subject under the Securities Act or otherwise, claims, judgments, damages or liabilities, insofar as to the extent that such losses, claims, judgments, damages or liabilities Losses (or related actions in respect thereofor proceedings) arise out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus, any Free Writing Prospectus or summary 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 to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling Holder expressly for use therein, or (A) any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement in which Registrable Securities were included for registration under the information conveyed to Securities Act, or any purchaser at the time of the sale preliminary Prospectus or any final Prospectus included in such Registration Statement (or any amendment or supplement to such purchaserRegistration Statement or Prospectus), or the (B) 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 the Prospectus and shall reimburse any preliminary Prospectus in light of the Companycircumstances under which they were made) not misleading, its directors in each case, only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement in reliance upon and officersin conformity with written information furnished to Xerox by such Holder, and each other selling holder or controlling Person on such Holder’s behalf, specifically for any legal inclusion, respectively, in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss, claim, damage, liability or actionsupplement; provided, however, that the total amount to be indemnified by such Holder pursuant to a Holder’s aggregate liability under this Section 10.2 Agreement shall be limited to an amount equal to the net proceeds (after payment of any underwriting fees, discounts, commissions or taxesdeducting the underwriter’s discount and expenses) actually received by such Holder in from 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 sale 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 Holder’s Registrable Securities pursuant to the Companysuch registration.

Indemnification by the Holders. Each Holder holder of Registrable Securities, severally (and not jointly, will (i) will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling Holder, indemnify and hold harmless the CompanyIssuers, each the Guarantors and all other holders of its officers, employees, affiliates, directors, partners, members, attorneys and agents and each underwriter (if any), and each other selling Holder and each other Person, if any, who controls such Person within the meaning of the Securities ActRegistrable Securities, against any losses, claims, judgments, damages or liabilitiesliabilities to which the Issuers, the Guarantors or such other holders of Registrable Securities may become subject, under the Securities Act or otherwise, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or allegedly alleged untrue statement of a material fact contained in such registration statement, or any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectuspreliminary, final prospectus, any Free Writing Prospectus or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained in therein or furnished by the Registration StatementIssuers to any such Electing Holder, or any amendment or supplement thereto, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling Holder 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 or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Issuers by such Electing Holder expressly for use therein, and shall (ii) reimburse the Company, its directors Issuers and officers, and each other selling holder or controlling Person the Guarantors for any legal or other expenses reasonably incurred by any of them the Issuers and the Guarantors in connection with investigation investigating or defending any such loss, claim, damage, liability action or actionclaim 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 total dollar amount of the proceeds 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 Electing Holder in from 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 sale 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 Electing Holder’s Registrable Securities pursuant to the Companysuch registration.

Indemnification by the Holders. Each Holder severally (agrees to indemnify and not jointly) will------------------------------ hold harmless, in to the event that full extent permitted by law, the Company, its directors, officers, employees and agents and each Controlling Person of the Company, from and against any registration is being effected and all Damages to which any of them may become subject under the Securities Act pursuant or otherwise to this Agreement of any Registrable Securities held by the extent such selling Holder, indemnify and hold harmless the Company, each of its officers, employees, affiliates, directors, partners, members, attorneys and agents and each underwriter (if any), and each other selling Holder and each other Person, if any, who controls such Person within the meaning of the Securities Act, against any losses, claims, judgments, damages or liabilities, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) Damages arise out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus, any Free Writing Prospectus or summary 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 to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the untrue statement or omission was made in reliance based upon and in conformity with information furnished in writing to the Company by such selling Holder expressly for use therein, or (i) any untrue statement or alleged untrue statement of a material fact contained in the information conveyed to any purchaser at the time of the sale to such purchaserRegistration Statement (including any related preliminary or final Prospectus), or the any omission or alleged 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, if and shall reimburse to the Companyextent that such statement or omission arose out of or was based upon information regarding such Holder or its plan of distribution which was furnished to the Company by such Holder for use therein, its directors and officersor (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, and each other selling holder or controlling Person 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 5(b) for any legal or other expenses reasonably incurred by any amounts the Company pays in settlement of them in connection with investigation or defending any such loss, claim, damage, liability or action; provided, however, that action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld) and (B) the total amount to for which a Holder shall be indemnified by such Holder pursuant to liable under this Section 10.2 5(b) shall be limited to not in any event exceed the net aggregate proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by such Holder from the sale of the Holder's Registrable Securities in such registration. The obligations of the Holders under this Section 5(b) shall survive the completion of any offering of Registrable Securities pursuant to which such a Registration Statement relates; provided, further, that a Holder under this Agreement or otherwise and shall not be liable in any case to survive the extent that prior to the filing termination 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 Companythis Agreement.

Indemnification by the Holders. Each Holder selling holder of Registrable Securities agrees (severally (and not jointly) willto indemnify and hold harmless, to the full extent permitted by law, the Company, its directors and officers and each Person who controls the Company (within the meaning of the Securities Act and the Exchange Act) from and against any Losses resulting from any untrue statement of a material fact or any omission of a material fact that is provided by such selling holder and that is (i) required to be stated in the event that any registration is being effected Registration Statement under which such Registrable Securities were registered under the Securities Act pursuant (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or (ii) necessary to this Agreement 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, in each case to the extent, but only to the extent, that such untrue statement or omission had been contained in any Registrable Securities held information furnished in writing by such selling Holderholder to the Company specifically for inclusion in such Registration Statement. This indemnity shall be in addition to any liability such holder may otherwise have. 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 Company shall be entitled to receive indemnities from, if applicable and if requested, 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 so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement. Each holder also shall indemnify any underwriters of the Registrable Securities, their officers and hold harmless the Company, each of its officers, employees, affiliates, directors, partners, members, attorneys and agents directors and each underwriter (if any), and each other selling Holder and each other Person, if any, Person who controls such Person underwriters (within the meaning of the Securities Act, against any losses, claims, judgments, damages or liabilities, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus, any Free Writing Prospectus or summary 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 to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling Holder 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 same extent as provided above 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 respect to the net proceeds (after payment indemnification 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 Electing Holder agrees, as a consequence of the inclusion of any of such holder’s Registrable Securities in any Registration Statement, severally (and not jointly, to (i) will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling Holder, indemnify and hold harmless the Company, each of its officers, employees, affiliates, directors, partners, members, attorneys and agents its officers who sign such Registration Statement and each underwriter (if any), and each other selling Holder and each other Personperson, if any, who controls such Person the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, claims, judgments, damages or liabilitiesliabilities to which the Company or such other persons may become subject, under the Securities Act or otherwise, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or allegedly an untrue statement of a material fact contained in any such Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus, any Free Writing Prospectus or summary prospectus contained in the Registration StatementProspectus, or any amendment or supplement thereto, or arise out of or are based upon any omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statement statements therein not misleading, if in each case to the extent, but only to the extent, that such untrue statement or omission was made in reliance upon and in conformity with written information furnished in writing to the Company by an instrument duly executed by or on behalf of such selling Holder holder and stated to be expressly for use therein, or any untrue statement or alleged untrue statement of a material fact in provided, however, the information conveyed foregoing indemnity agreement shall not inure to any purchaser at the time Indemnified Person who was notified of the sale inaccurate material information or omission prior to such purchaser, or the omission or alleged omission to state therein a material fact required to be stated therein, use of Prospectus and shall (ii) reimburse the Company, Company and its directors and officers, and each other selling holder or controlling Person its officers who sign such Registration Statement for any legal or other expenses reasonably incurred by any of them the Company and such directors and officers in connection with investigation investigating or defending any such lossaction or claim as such expenses are incurred. For the purposes of this subsection (b), claim, damage, 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 or action; provided, however, that the total amount to be indemnified by such of each Electing Holder pursuant to this Section 10.2 shall be in proportion to and limited to the net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually amount received by such Electing Holder in from the offering sale of Registrable Securities pursuant 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 In connection with the Shelf ------------------------------ Registration Statement in which a Holder severally (is participating, such Holder will furnish to the Company in writing such information as the Company reasonably requests for use in connection with the Shelf Registration Statement or Prospectus and not jointly) willwill indemnify, in to the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held fullest extent permitted by such selling Holderlaw, indemnify and hold harmless the Company, each of its directors and officers, agents and employees, affiliates, directors, partners, members, attorneys and agents and each underwriter (if any), and each other selling Holder and each other Person, if any, person who controls such Person the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling persons, from and against any losses, claims, judgments, damages or liabilities, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise all Losses arising out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus, any Free Writing Prospectus or summary prospectus contained in the Shelf Registration Statement, Prospectus or any amendment preliminary prospectus or supplement thereto, or arise arising out of or are based upon any omission or the alleged omission to state of a material fact required to be stated therein or necessary to make the statement statements therein not misleading, if to the extent, but only to the extent, that such untrue statement or omission was made is contained in reliance upon and in conformity with any information so furnished in writing by such Holder to the Company by such selling Holder expressly for use therein, or any untrue statement or alleged untrue statement of a material fact in the information conveyed to any purchaser at Shelf Registration Statement or Prospectus and was relied upon by the time Company in the preparation of the sale to such purchaserShelf Registration Statement, Prospectus or preliminary prospectus. In no event will the omission or alleged omission to state therein a material fact required to liability of any selling Holder hereunder be stated therein, and shall reimburse greater in amount than the Company, its directors and officers, and each other selling holder or controlling Person for any legal or other expenses reasonably incurred by any dollar amount 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 net of payment of any underwriting fees, discounts, commissions or taxesall expenses) actually received by such Holder in upon the offering sale of the Registrable Securities giving rise 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 Companyindemnification obligation.

Indemnification by the Holders. Each Holder severally (and not jointly) will, holder of Registrable Securities which are included or are to be included in the event that any registration is being effected under the Securities Act pursuant statement filed in connection with a Shelf Registration Statement or a Piggyback Registration, as a condition to this Agreement of any including Registrable Securities held in such registration statement, shall, to the full extent permitted by such selling Holderlaw, indemnify and hold harmless the Company, each of its directors and officers, employees, affiliates, directors, partners, members, attorneys and agents and each underwriter (if any), and each other selling Holder and each other Person, if any, who controls such Person the Company within the meaning of the Securities Act, against any losses, claims, judgments, damages Losses to which the Company or liabilitiesany such director or officer or controlling Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, judgments, damages or liabilities Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or allegedly alleged untrue statement of a any material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Actregistration statement, any preliminary prospectus, final prospectus, any Free Writing Prospectus prospectus or summary prospectus contained in the Registration Statementtherein, or any amendment or supplement thereto, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling Holder 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 thereintherein 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, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and shall reimburse in conformity with information furnished or confirmed in writing to 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 in no event shall any indemnity provided by such a Holder pursuant to under this Section 10.2 shall be limited to 6(b) exceed the net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually from the offering received by such Holder Holder. Such indemnity shall remain 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 full force and effect regardless of any such Registration Statement, any preliminary prospectus, final prospectus, any Free Writing Prospectus investigation made by or summary prospectus contained in on behalf of the Registration Statement, Company or any amendment such director, officer, member, partner or supplement thereto, each Holder has furnished in writing to controlling Person and shall survive the Company, information expressly for use in, and within a reasonable period of time prior to the effectiveness transfer 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 securities by such holder to the Companya Permitted Successor.

Indemnification by the Holders. Each Holder severally (and not jointly) will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling Holder, shall indemnify and hold harmless the Company, each of its officers, employees, affiliates, directors, partnerseach of its officers who has signed a Registration Statement, memberslegal counsel and accountants for the Company, attorneys and agents and each underwriter person (if any), and each other selling Holder and each other Person, if any, ) who controls such Person the Company within the meaning of the Securities Act and any underwriter (as defined in the Act) for the Company, against any losses, claims, judgments, damages Losses to which the Company or liabilities, insofar as any other such losses, claims, judgments, damages indemnified person may become subject under the Act or liabilities any rule or regulation thereunder or otherwise to the extent that such Losses (or actions in respect thereofrelated actions) arise out of or (i) are based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus, any Free Writing Prospectus or summary 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 to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company caused solely by such selling Holder expressly for use therein, or any untrue statement or alleged untrue statement of a any material fact contained in any preliminary prospectus (if used prior to the information conveyed to any purchaser at the time effective date of the sale to such purchaserRegistration 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 to state therein a material fact required to be stated thereintherein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and shall reimburse in conformity with information furnished to the CompanyCompany by such Holder, its directors and officersin writing, and each other selling holder or controlling Person expressly for any legal or other expenses reasonably incurred by inclusion in any of them in connection with investigation or defending any such loss, claim, damage, liability or actionthe foregoing documents; provided, however, that the total amount to aggregate liability of any Holder shall not be indemnified by such Holder pursuant to this Section 10.2 shall be limited to greater than the net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by such Holder in upon the offering sale of the Registrable Securities giving rise to which such Registration Statement relates; provided, further, that a Holder indemnification obligation. This indemnity shall not be liable apply to amounts paid in any case to the extent that prior to the filing settlement of any such Registration Statement, any preliminary prospectus, final prospectus, any Free Writing Prospectus Loss or summary prospectus contained in related action if such settlement is effected without the Registration Statement, or any amendment or supplement thereto, each Holder has furnished in writing to consent of 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 Companysubject Holder.

Indemnification by the Holders. Each Holder severally (and not jointly) will, in In the event that of any registration is being effected of any Registrable Securities under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling HolderAgreement, each Holder shall indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 hereof) the Company, each director and officer of its officers, employees, affiliates, directors, partners, members, attorneys and agents and each underwriter (if any), and each other selling Holder the Company and each other Person, if any, who controls such Person the Company within the meaning of Section 15 of the Securities ActAct (each such person being sometimes referred to as a "COMPANY INDEMNIFIED PERSON"), against Losses to which the Company or any lossessuch Persons may become subject under the Securities Act or otherwise, claims, judgments, damages or liabilities, insofar as to the extent that such losses, claims, judgments, damages or liabilities Losses (or related actions in respect thereofor proceedings) arise out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus, any Free Writing Prospectus or summary 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 to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling Holder expressly for use therein, or (A) any untrue statement or alleged untrue statement of a any material fact contained in any registration statement in which Registrable Securities were included for registration under the information conveyed to Securities Act, or any purchaser at the time of the sale preliminary prospectus or any final prospectus included in such registration statement (or any amendment or supplement to such purchaserregistration statement or prospectus), or the (B) any omission or alleged 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, in each case, only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in such registration statement, preliminary prospectus, final prospectus, amendment or supplement in reliance upon and shall reimburse in conformity with written information furnished to the CompanyCompany by such Holder, its directors and officersor on such Holder's behalf, specifically for inclusion, respectively, in such registration statement, preliminary prospectus, final prospectus, amendment or supplement; and each other selling holder or controlling Holder agrees to reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred by any of them it in connection with investigation investigating or defending any such loss, claim, damage, liability action or actionclaim as such expenses are incurred; provided, however, that the total amount to be indemnified by such Holder pursuant to (i) a Holder's aggregate liability under this Section 10.2 Agreement shall be limited to an amount equal to the net proceeds (after payment of any underwriting fees, discounts, commissions or taxesdeducting the underwriter's discount but before deducting expenses) actually received by such Holder in from 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 sale of such Registration StatementHolder's Registrable Securities pursuant to such registration and (ii) the obligation to indemnify shall be several, any preliminary prospectusnot joint, final prospectus, any Free Writing Prospectus or summary prospectus contained in among the Registration Statement, or any amendment or supplement thereto which corrected or made not misleading information previously provided to the CompanyHolders.

Indemnification by the Holders. Each In connection with any registration statement in which either (A) a Holder severally is participating or (and not jointlyB) willthe Company sells Common Shares in connection with a related Synthetic Secondary Transaction with respect to such Holder’s Registrable Shares, 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 Shares of such Holder (or Common Shares in the event that any registration is being effected under related Synthetic Secondary Transaction) and to the Securities Act pursuant extent permitted by law agrees to this Agreement of any Registrable Securities held by such selling Holder, indemnify and hold harmless the Company, each of its officers, employees, affiliates, directors, partners, members, attorneys officers and agents and each underwriter (if any), and each other selling Holder and each other Person, if any, Person who controls such Person (within the meaning of the Securities Act1933 Act or the 0000 Xxx) the Company and any other Holder, against any losses, claims, judgmentsdamages, damages or liabilities, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise and expenses arising out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus, any Free Writing Prospectus or summary 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 to state a material fact required to be stated therein or necessary to make the statements in the registration statement therein 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, if to the extent, but only to the extent, that such untrue statement or omission was is made in reliance upon on and in conformity with the written information or signed affidavit with respect to such Holder so furnished in writing to the Company by such selling Holder expressly for use therein, or any untrue in the registration 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 actionprospectus; provided, however, that the total amount obligation to indemnify shall be indemnified by several, not joint and several, among such Holders and the liability of each such Holder pursuant to this Section 10.2 shall be in proportion to and limited to the net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually 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 offering to which such Registration Statement relates; provided, further, that a Holder shall not be liable related Synthetic Secondary Transaction) or in any case amendment, supplement or preliminary materials associated therewith are statements specifically relating to (a) transactions or the extent that prior to relationship between such Holder and its Affiliates, on the filing of any such Registration Statementone hand, 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 and the Company, information expressly for use inon the other hand, (b) the beneficial ownership of Registrable Shares by such Holder and within a reasonable period of time prior to its Affiliates, (c) the effectiveness name and address of such Registration StatementHolder (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 disclosed in any such document and (e) with respect to any Synthetic Secondary Transaction, 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 Companymaterial terms of such transaction and related Share Purchase Agreement.

Indemnification by the Holders. Each Holder severally (agrees to indemnify and not jointly) will------------------------------ hold harmless, in to the event that full extent permitted by law, the Company, its directors, officers, employees and agents and each Controlling Person of the Company, from and against any registration is being effected and all Damages to which any of them may become subject under the Securities Act pursuant or otherwise to this Agreement of any Registrable Securities held by the extent such selling Holder, indemnify and hold harmless the Company, each of its officers, employees, affiliates, directors, partners, members, attorneys and agents and each underwriter (if any), and each other selling Holder and each other Person, if any, who controls such Person within the meaning of the Securities Act, against any losses, claims, judgments, damages or liabilities, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) Damages arise out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained Violation, in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus, any Free Writing Prospectus or summary 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 to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing each case to the Company by extent that such selling Holder expressly for use therein, or Violation occurs as a result of (i) any untrue statement or alleged untrue statement of a material fact contained in the information conveyed to any purchaser at the time of the sale to such purchaserRegistration Statement (including any related preliminary or final Prospectus), or the any omission or alleged 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, if and shall reimburse to the Companyextent that such statement or omission arose out of or was based upon information regarding such Holder or its plan of distribution which was furnished to the Company by such Holder for use therein, its directors and officersor (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, and each other selling holder or controlling Person 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 any legal or other expenses reasonably incurred by any amounts the Company pays in settlement of them in connection with investigation or defending any such loss, claim, damage, liability or action; provided, however, that action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld) and (B) the total amount to for which a Holder shall be indemnified by such Holder pursuant to liable under this Section 10.2 7(b) shall be limited to not in any event exceed the aggregate net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually 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 which such a Registration Statement relates; provided, further, that a Holder under this Agreement or otherwise and shall not be liable in any case to survive the extent that prior to the filing termination 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 Companythis Agreement.

Indemnification by the Holders. Each Holder severally (and not jointly) will, holder of Registrable Securities which are included or are to be included in the event that any registration is being effected under the Securities Act pursuant statement filed in connection with a Shelf Registration Statement, a Requested Registration or a Piggyback Registration, as a condition to this Agreement of any including Registrable Securities held in such registration statement, shall, to the full extent permitted by such selling Holderlaw, indemnify and hold harmless the Company, each of its directors and officers, employees, affiliates, directors, partners, members, attorneys and agents and each underwriter (if any), and each other selling Holder and each other Person, if any, who controls such Person the Company within the meaning of the Securities Act, against any losses, claims, judgments, damages Losses to which the Company or liabilitiesany such director or officer or controlling Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, judgments, damages or liabilities Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or allegedly alleged untrue statement of a any material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Actregistration statement, any preliminary prospectus, final prospectus, any Free Writing Prospectus prospectus or summary prospectus contained in the Registration Statementtherein, or any amendment or supplement thereto, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling Holder 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 thereintherein 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, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and shall reimburse in conformity with information furnished or confirmed in writing to 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 Company through an instrument duly executed 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 holder specifically stating that it is for use in the offering to which preparation of such Registration Statement relates; providedregistration statement, 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, 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 Free Writing Prospectus 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 summary prospectus contained 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 Registration Statementoffering or sale of Registrable Securities, or their officers and directors and each other Person, if any, who controls any amendment or supplement thereto, each Holder has furnished in writing such participating Person within the meaning of the Securities Act 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 same extent as provided above with respect to the Company.

Indemnification by the Holders. Each Holder severally (and not jointly) will, in In the event that of any registration is being effected of any Registrable Securities under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling HolderAgreement, each Holder shall, severally and not jointly, indemnify and hold harmless (in the Companysame manner and to the same extent as set forth in Section 7.01 hereof) Hertz, each director and officer of its officers, employees, affiliates, directors, partners, members, attorneys and agents and each underwriter (if any), and each other selling Holder Hertz and each other Person, if any, who controls such Person Hertz within the meaning of the Securities ActAct and the Exchange Act (each such Person being sometimes referred to as a "Company Indemnified Person"), against Losses to which Hertz or any lossessuch Persons may become subject under the Securities Act or otherwise, claims, judgments, damages or liabilities, insofar as to the extent that such losses, claims, judgments, damages or liabilities Losses (or related actions in respect thereofor proceedings) arise out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus, any Free Writing Prospectus or summary 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 to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling Holder expressly for use therein, or (A) any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement in which Registrable Securities were included for registration under the information conveyed to Securities Act, or any purchaser at the time of the sale preliminary Prospectus or any final Prospectus included in such Registration Statement (or any amendment or supplement to such purchaserRegistration Statement or Prospectus), or the (B) 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 the Prospectus and shall reimburse any preliminary Prospectus in light of the Companycircumstances under which they were made) not misleading, its directors in each case, only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement in reliance upon and officersin conformity with written information furnished to Hertz by such Holder, and each other selling holder or controlling Person on such Holder's behalf, specifically for any legal inclusion, respectively, in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss, claim, damage, liability or actionsupplement; provided, however, that the total amount to be indemnified by such Holder pursuant to a Holder's aggregate liability under this Section 10.2 Agreement shall be limited to an amount equal to the net proceeds (after payment of any underwriting fees, discounts, commissions or taxesdeducting the underwriter's discount and expenses) actually received by such Holder in from 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 sale 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 Holder's Registrable Securities pursuant to the Companysuch registration.

Indemnification by the Holders. Each Holder severally (and not jointly) willThe Holders shall indemnify, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling Holder, indemnify defend and hold harmless Parent, Acquisition Subsidiary, the CompanySurviving Corporation and their respective officers, each of its officersdirectors, employees, affiliatesagents, subsidiaries and affiliates harmless from and against any and all liabilities, losses, damages, claims, fines, penalties, costs and expenses, including, without limitation, reasonable attorneys' and accounting fees (collectively, "Losses") incurred by Parent Acquisition Subsidiary, the Surviving Corporation or any of their respective officers, directors, partnersemployees, membersagents, attorneys and agents and each underwriter (if any)subsidiaries or affiliates, and each other selling Holder and each other Person, if any, who controls such Person within the meaning of the Securities Act, against any losses, claims, judgments, damages or liabilities, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon resulting from (i) any untrue statement breach of any representation or allegedly untrue statement of a material fact warranty made by the Company or the Holders contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus, any Free Writing Prospectus this Agreement or summary prospectus contained in the Registration StatementCompany Disclosure Schedule, (ii) the nonperformance of any covenant or any amendment or supplement thereto, or arise out of or are based upon any omission obligation to be performed by the Company or the alleged omission to state a material fact required to be stated therein or necessary to make Holders under this Agreement and/or (iii) any matters described on Annex 8.02 (the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling Holder 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"Additional Matters"); provided, however, that (x) no Holder shall be required to indemnify for any Losses in excess of the total amount to be indemnified portion of the Merger Consideration received by such Holder, except for Losses arising out of or resulting from the breach of such Holder's Personal Representations, which shall not be limited and (y) no Holder shall be required to indemnify for any Losses arising out of or resulting from the breach of any other Holder's Personal Representations, (z) Losses shall be reduced by any Tax Benefit (or net insurance proceeds after deducting any costs of collection) received by Parent or the Surviving Corporation in connection with the claims giving rise to indemnification hereunder and (aa) Losses shall be net of any reserves provided for in the Audited Closing Balance Sheet; provided, however for items described in Section 2.01(c) the specific reserve for each such item shall be as set forth on Schedule 8.02 . The obligations of the Holders pursuant to this Section 10.2 Article VIII shall be limited joint and several, to the net proceeds (after payment extent of the Escrowed Funds and otherwise shall be several among the Holders as provided in Section 8.04. Notwithstanding the foregoing, if any underwriting feesclaim for indemnification is asserted by Parent and/or the Surviving Corporation against the Holders and the Parent and/or the Surviving Corporation is covered by an insurance policy for such Losses, discounts, commissions Parent and/or the Surviving Corporation shall use their commercially reasonable efforts to seek indemnification under the applicable insurance policy or taxes) actually received by such Holder in the offering to which such Registration Statement relatespolicies; provided, furtherhowever, that a Holder Parent and/or the Surviving Corporation shall not be liable obligated to commence any legal proceedings against any insurance provider for indemnification hereunder. Parent and/or the Surviving Corporation shall give the Holder Representative notice of their intention to seek indemnification for such Losses from applicable insurance policies and, provided such notice is delivered in any case a timely manner, such notice shall also constitute notice for purposes of Sections 2.02(iii) and 8.06 and Section 2(b) of the Escrow Agreement. In the event that Parent and/or the Surviving Corporation are unable to collect sufficient insurance proceeds to be fully indemnified for their respective Losses, Parent and/or the Surviving Corporation shall be entitled to receive indemnification pursuant to this Article VIII and pursuant to the extent that prior terms of the Escrow Agreement, and shall, as promptly as practicable, assign to the filing of any such Registration StatementHolder Representative, any preliminary prospectuswithout recourse, final prospectus, any Free Writing Prospectus their respective claims for the uncollected Losses against the insurance provider 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 Companyproviders.

Indemnification by the Holders. Each Holder severally (and not jointly) will, in In the event that of any registration is being effected of any Registrable Securities under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling HolderAgreement, each Holder shall, severally and not jointly, indemnify and hold harmless (in the Companysame manner and to the same extent as set forth in Section 7.1 hereof) Loral, each director and officer of its officers, employees, affiliates, directors, partners, members, attorneys and agents and each underwriter (if any), and each other selling Holder Loral and each other Person, if any, who controls such Person Loral within the meaning of the Securities ActAct and the Exchange Act (each such Person being sometimes referred to as a “Company Indemnified Person”), against Losses to which Loral or any lossessuch Persons may become subject under the Securities Act or otherwise, claims, judgments, damages or liabilities, insofar as to the extent that such losses, claims, judgments, damages or liabilities Losses (or related actions in respect thereofor proceedings) arise out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus, any Free Writing Prospectus or summary 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 to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling Holder expressly for use therein, or (A) any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement in which Registrable Securities were included for registration under the information conveyed to Securities Act, or any purchaser at the time of the sale preliminary Prospectus or any final Prospectus included in such Registration Statement (or any amendment or supplement to such purchaserRegistration Statement or Prospectus), or the (B) 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 the Prospectus and shall reimburse any preliminary Prospectus in light of the Companycircumstances under which they were made) not misleading, its directors in each case, only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement in reliance upon and officersin conformity with written information furnished to Loral 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 other selling holder or controlling Holder agrees to reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred by any of them it in connection with investigation investigating or defending any such loss, claim, damage, liability action or actionclaim as such expenses are incurred; provided, however, that the total amount to be indemnified by such Holder pursuant to a Holder’s aggregate liability under this Section 10.2 Agreement shall be limited to an amount equal to the net proceeds (after payment of any underwriting fees, discounts, commissions or taxesdeducting the underwriter’s discount and expenses) actually received by such Holder in from 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 sale 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 Holder’s Registrable Securities pursuant to the Companysuch registration.

Indemnification by the Holders. Each Holder severally (and not jointly) will, in In the event that of any registration is being effected of any Registrable Securities under the Securities Act pursuant to this Agreement of any Registrable Securities held by Agreement, each Holder that participates in such selling Holder, registration shall indemnify and hold harmless the Company, each director, officer, employee and agent of its officers, employees, affiliates, directors, partners, members, attorneys and agents and each underwriter (if any), and each other selling Holder the Company and each other Person, if any, who controls such Person (within the meaning of Section 15 of the Securities Act) the Company (each such Person being sometimes referred to as a “Company Indemnified Person”), against Losses to which any lossessuch Company Indemnified Person may become subject under the Securities Act or otherwise, claims, judgments, damages or liabilities, insofar as to the extent that such losses, claims, judgments, damages or liabilities Losses (or related actions in respect thereofor proceedings) arise out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus, any Free Writing Prospectus or summary 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 to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling Holder expressly for use therein, or (i) any untrue statement or alleged untrue statement of a any material fact contained in any registration statement in which Registrable Securities were included for registration under the information conveyed to Securities Act, or any purchaser at the time of the sale preliminary prospectus or any final prospectus included in such registration statement (or any amendment or supplement to such purchaser, registration statement or the prospectus) 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 light of the circumstances under which they were made, not misleading, in each case, only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in such registration statement, preliminary prospectus, final prospectus, amendment or supplement in reliance upon and shall reimburse in conformity with written information furnished to the CompanyCompany by such Holder, its directors and officersor on such Holder’s behalf, specifically for inclusion, respectively, in such registration statement, preliminary prospectus, final prospectus, amendment or supplement; and each other selling holder or controlling Holder agrees to reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred by any of them it in connection with investigation investigating, defending or defending settling any such loss, claim, damage, liability action or actionclaim related to such Holder as such expenses are incurred; provided, however, that the total amount obligation to indemnify and hold harmless will be indemnified by such individual and several to each Holder pursuant and a Holder’s aggregate liability under this Agreement with respect to this Section 10.2 Losses arising from a particular registration of Registrable Securities shall be limited to an amount equal to the net proceeds (after payment of any underwriting fees, discounts, commissions or taxesdeducting the underwriter’s discount and commissions) actually received by such Holder from the sale of such Holder’s Registrable Securities pursuant to such registration, except in the offering to which case of fraud by 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 CompanyHolder.

Indemnification by the Holders. Each Holder and any Agents and Underwriters. The Issuers may require, as a condition to including any Transfer Restricted Securities or Broker-Dealer Transfer Restricted Securities, as applicable, in any Registration Statement filed pursuant to Sections 3 and 4 hereof and to entering into any underwriting agreement, if any, with respect thereto, that the Issuers shall have received an undertaking reasonably satisfactory to them from the Holders of such Transfer Restricted Securities or Broker-Dealer Transfer Restricted Securities, as applicable, and from each underwriter named in any such underwriting agreement, if any, severally (and not jointly, to (i) will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling Holder, indemnify and hold harmless the CompanyIssuers, each and, in the case of its officersa Shelf Registration Statement, employees, affiliates, directors, partners, members, attorneys and agents and each underwriter (if any), and each all other selling Holder and each other Person, if any, who controls such Person within the meaning Holders of the Securities ActTransfer Restricted Securities, against any losses, claims, judgments, damages or liabilitiesliabilities to which the Issuers, or such other Holders of Transfer Restricted Securities or Broker-Dealer Transfer Restricted Securities, as applicable, may become subject, under the Act or otherwise, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or allegedly alleged untrue statement of a material fact contained in such Registration Statement, or any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectuspreliminary, final prospectus, any Free Writing Prospectus or summary prospectus Prospectus contained in therein or furnished by the Registration StatementIssuers to any such Holder, agent or underwriter, if any, or any amendment or supplement thereto, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling Holder 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 or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Issuers by such Holder or underwriter expressly for use therein, and shall (ii) reimburse the Company, its directors and officers, and each other selling holder or controlling Person Issuers for any legal or other expenses reasonably incurred by any of them the Company Issuers in connection with investigation investigating or defending any such loss, claim, damage, liability action or actionclaim as such expenses are incurred; provided, however, that no such Holder shall be required to undertake liability to any person under this Section 8(b) for any amounts in excess of the total dollar amount of the proceeds 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 from 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 sale of such Registration StatementHolder's Transfer Restricted Securities or Broker-Dealer Transfer Restricted Securities, any preliminary prospectusas applicable, 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 pursuant to the Companysuch registration.

Indemnification by the Holders. Each Holder severally (and not jointly) will, in In the event that of any registration is being effected of any Registrable Securities under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling HolderAgreement, each Holder shall indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 hereof) the Company, each director and officer of its officers, employees, affiliates, directors, partners, members, attorneys and agents and each underwriter (if any), and each other selling Holder the Company and each other Person, if any, who controls such Person the Company within the meaning of Section 15 of the Securities ActAct (each such person being sometimes referred to as a “Company Indemnified Person”), against Losses to which the Company or any lossessuch Persons may become subject under the Securities Act or otherwise, claims, judgments, damages or liabilities, insofar as to the extent that such losses, claims, judgments, damages or liabilities losses (or related actions in respect thereofor proceedings) arise out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus, any Free Writing Prospectus or summary 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 to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling Holder expressly for use therein, or (A) any untrue statement or alleged untrue statement of a any material fact contained in any registration statement in which Registrable Securities were included for registration under the information conveyed to Securities Act, or any purchaser at the time of the sale preliminary prospectus or any final prospectus included in such registration statement (or any amendment or supplement to such purchaserregistration statement or prospectus), or the (B) any omission or alleged 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, in each case, only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in such registration statement, preliminary prospectus, final prospectus, amendment or supplement in reliance upon and shall reimburse in conformity with written information furnished to the CompanyCompany by such Holder, its directors and officersor on such Holder’s behalf, specifically for inclusion, respectively, in such registration statement, preliminary prospectus, final prospectus, amendment or supplement; and each other selling holder or controlling Holder agrees to reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred by any of them it in connection with investigation investigating or defending any such loss, claim, damage, liability action or actionclaim as such expenses are incurred; provided, however, that the total amount to be indemnified by such Holder pursuant to that, a Holder’s aggregate liability under this Section 10.2 Agreement shall be limited to an amount equal to the net proceeds (after payment of any underwriting fees, discounts, commissions or taxesdeducting the underwriter’s discount but before deducting expenses) actually received by such Holder in from 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 sale 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 Holder’s Registrable Securities pursuant to the Companysuch registration.

Indemnification by the Holders. Each Holder severally (The Holders, jointly and not jointly) willseverally, in the event that any registration is being effected under the Securities Act pursuant agree to this Agreement of any Registrable Securities held by such selling Holder, indemnify and hold harmless to the Companyfullest extent permitted by law (including without limitation reimbursement of OpenTV for any legal or any other expenses reasonably incurred by it in investigating or defending such loss, each of claim, damage, liability or expense) OpenTV, its officers, employees, affiliates, directors, partners, members, attorneys directors and agents and each underwriter (if any), and each other selling Holder and each other Person, if any, who controls such Person OpenTV within the meaning of either Section 15 of the Securities ActAct or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from OpenTV to the Holders in Section 3.03, against but only (a) with respect to information furnished in writing by any lossessuch Holder or on a Holder's behalf, claims, judgments, damages or liabilities, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained either case expressly for use in any Shelf Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus, any Free Writing Prospectus or summary prospectus contained in the Registration StatementProspectus, or any amendment or supplement thereto, or arise out any preliminary, summary or final prospectus or any amendments or supplements thereto or (b) to the extent that any loss, claim, damage, liability or expense described in this Section 3.04 results from (i) the fact that a current copy of the Prospectus was not sent or are based upon given to the Person asserting any omission such loss, claim, damage, liability or expense at or prior to the alleged omission written confirmation of the sale of the Consideration Shares concerned to such Person, if it is determined that OpenTV timely provided such Prospectus and it was the responsibility of a Holder to provide such Person with a current copy of the Prospectus and such current copy of the Prospectus would have cured the defect giving rise to such loss, claim, damage, liability or expense, (ii) the use of any Prospectus by or on behalf of any Holder after OpenTV has notified such Person that the use of the Shelf Registration Statement and/or the Prospectus is unavailable for any reason, including because the information included therein contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statement therein statements therein, in the light of the circumstances under which they were made, not misleading, if or because the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling Holder 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 Shelf 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 Companyis no longer effective.

Indemnification by the Holders. Each Electing Holder agrees, as a consequence of the inclusion of any of such holder’s Registrable Securities in any Shelf Registration Statement, severally (and not jointly, to (i) will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling Holder, indemnify and hold harmless the Company, each of its officers, employees, affiliates, directors, partners, members, attorneys and agents officers who sign such Shelf Registration Statement and each underwriter (if any), and each other selling Holder and each other Personperson, if any, who controls such Person the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, claims, judgments, damages or liabilitiesliabilities to which the Company or such other persons may become subject, under the Securities Act or otherwise, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or allegedly alleged untrue statement of a material fact contained in any such Shelf Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus, any Free Writing Prospectus or summary prospectus contained in the Registration StatementProspectus, or any amendment or supplement thereto, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling Holder 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 thereintherein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and shall in conformity with written information relating to such holder furnished to the Company by or on behalf of such holder expressly for use therein and (ii) reimburse the Company, Company and its directors and officers, and each other selling holder or controlling Person officers who sign such Shelf Registration Statement for any legal or other expenses reasonably incurred by any of them the Company and such directors and officers in connection with investigation investigating or defending any such loss, claim, damage, liability action or action; provided, however, that the total amount to be indemnified by claim as 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 Companyexpenses are incurred.

Indemnification by the Holders. Each Holder Holder, severally (and not jointly) will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling Holder, shall indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 hereof) the Company, each director and officer of its officersthe Company, employees, affiliates, directors, partners, members, attorneys and agents and each underwriter (if any), and each other selling Holder and each other Person, if any, who controls the Company or such Person other Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against Losses to which the Company or any lossessuch Persons may become subject under the Securities Act or otherwise, claims, judgments, damages or liabilities, insofar as to the extent that such losses, claims, judgments, damages or liabilities losses (or related actions in respect thereofor proceedings) arise out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus, any Free Writing Prospectus or summary 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 to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling Holder expressly for use therein, or (A) any untrue statement or alleged untrue statement of a any material fact contained in any registration statement in which Registrable Securities were included for registration under the information conveyed to Securities Act, or any purchaser at the time of the sale preliminary prospectus or any final prospectus included in such registration statement (or any amendment or supplement to such purchaserregistration statement or prospectus), or the (B) any omission or alleged 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, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in such registration statement, preliminary prospectus, final prospectus, amendment or supplement in reliance upon and shall reimburse in conformity with written information furnished to 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 Company by such Holder pursuant to Holder, or on the Holder’s behalf, specifically for inclusion, respectively, in such registration statement, preliminary prospectus, final prospectus, amendment or supplement; provided that, a Holder’s aggregate liability under this Section 10.2 Agreement shall be limited to an amount equal to the net proceeds (after payment of any underwriting fees, discounts, commissions or taxesdeducting the underwriter’s discount but before deducting expenses) actually received by such Holder in from 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 sale 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 Holder’s Registrable Securities pursuant to the Companysuch registration.

Indemnification by the Holders. Each Holder Stockholder shall, and hereby agrees to, severally (and not jointly) will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling Holder, indemnify and hold harmless the Company, each and all other holders of its officers, employees, affiliates, directors, partners, members, attorneys and agents and each underwriter (if any), and each other selling Holder and each other Person, if any, who controls such Person within the meaning of the Securities ActRegistrable Securities, against any losses, claims, judgments, damages or liabilities, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under Losses to which the sale Company or such other holders of such Registrable Securities was registered may become subject, under the Securities ActAct or otherwise, any preliminary prospectus, final prospectus, any Free Writing Prospectus or summary prospectus to the same extent as the foregoing indemnity by the Company contained in (a), but only with reference to information relating to such Stockholder furnished to the Company by such Stockholder expressly for use in such Registration Statement, or any amendment preliminary, final or supplement theretosummary Prospectus and, or arise out of or are based upon any omission where such Stockholder is Stanley H. Xxxxxxx, xxx 0009 Trust or the alleged omission 1992 Trust, with reference to state a material fact required information relating to be stated therein or necessary to make the statement therein not misleadingDI, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling Holder 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 its subsidiaries (other than the Company), its directors AAE, the 1989 Trust, the 1992 Trust 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 actionStanley H. Xxxxxxx; providedxxxxxxxx, however, that no such holder shall be required to indemnify under this Section 5(b) for any amounts in excess of the total dollar amount of the proceeds 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 holder from the sale of such holder's Registrable Securities pursuant to such Registration. Such information shall be deemed to have been so furnished for use therein by a Stockholder if it relates to such Stockholder (or, in the offering case of Stanley H. Xxxxxxx, xxx 0009 Trust or the 1992 Trust, where it relates to which Stanley H. Xxxxxxx, xxx 0009 Trust, the 1992 Trust, DI, its subsidiaries (other than the Company) or AAE) and if such Registration Statement relates; provided, further, that was available for review by such Stockholder (or the legal counsel for such Stockholder) a Holder shall reasonable time before being filed and not be liable objected to in any case to the extent that writing by such Stockholder 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 Companythereof.

Indemnification by the Holders. Each Holder severally (a) From and after the Closing, Purchaser and its Affiliates, officers, directors, employees, agents, successors and assigns (each a "PURCHASER INDEMNIFIED PARTY") shall be indemnified and held harmless, severally, and not jointlyjointly and severally, by Parent and each Major Stockholder (each a "HOLDER") willfor any and all liabilities, losses, damages, claims, costs (including business interruption costs) and expenses, interest, awards, judgments and penalties (including, without limitation, attorneys' and consultants' fees and expenses) actually suffered or incurred by them (including, without limitation, any action brought or otherwise initiated by any of them) (hereinafter a "LOSS" and in the aggregate the "LOSSES"), arising out of or resulting from the breach of any representation or warranty made by the Company or the Stockholders contained in the Acquisition Documents. (b) A Purchaser Indemnified Party shall give the Stockholders' Representatives notice of any matter which a Purchaser Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within 60 days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligation and liabilities of the Holders under this Article X with respect to Losses arising from claims of any third party which are subject to the indemnification provided for in this Article X ("THIRD PARTY CLAIMS") shall be governed by and contingent upon the following additional terms and conditions: if a Purchaser Indemnified Party shall receive notice of any Third Party Claim, the Purchaser Indemnified Party shall give the Stockholders' Representatives notice of such Third Party Claim within 30 days of the receipt by the Purchaser Indemnified Party of such notice; PROVIDED, HOWEVER, that the failure to provide such notice shall not release the Holders from any of its obligations under this Article X except to the extent the Holders are materially prejudiced by such failure and shall not relieve the Holders from any other obligation or liability that it may have to any Purchaser Indemnified Party otherwise than under this Article X. If the Stockholders' Representatives acknowledge in writing the Holders' obligation to indemnify the Purchaser Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Stockholders' Representatives shall be entitled to assume and control the defense of such Third Party Claim on behalf of the Holders at its expense and through counsel of its choice if it gives notice of its intention to do so to the Purchaser Indemnified Party within ten days of the receipt of such notice from the Purchaser Indemnified Party; PROVIDED, HOWEVER, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate under applicable standards of professional conduct for the same counsel to represent both the Purchaser Indemnified Party and the Holders, then the Purchaser Indemnified Party shall be entitled to retain its own counsel at the expense of the Holders. In any event the Stockholders' Representatives exercise the right to undertake any such defense against any such Third Party Claim on behalf of the Holders as provided above, the Purchaser Indemnified Party shall cooperate with the Stockholders' Representatives in such defense and make available to the Stockholders' Representatives, at the Holders' expense, all witnesses, pertinent records, materials and information in the Purchaser Indemnified Party's possession or under the Purchaser Indemnified Party's control relating thereto as is reasonably required by the Stockholders' Representatives. Similarly, in the event that the Purchaser Indemnified Party is, directly or indirectly, conducting the defense against any registration is being effected such Third Party Claim, the Holders shall cooperate with the Purchaser Indemnified Party in such defense and make available to the Purchaser Indemnified Party, at the Holders' expense, all such witnesses, records, materials and information in the Holders' possession or under the Securities Act pursuant Holders' control relating thereto as is reasonably required by the Purchaser Indemnified Party. No such Third Party Claim may be settled by the Holders without the prior written consent of the Purchaser Indemnified Party, which consent shall not be unreasonably withheld. (c) From and after the Closing, except with respect to this Agreement a breach of any Registrable Securities held by such selling HolderSections 6.1, indemnify 6.2 or 6.7, in the absence of fraud, willful misconduct or bad faith breach ("EXCEPTED CLAIMS"), the sole and hold harmless the Companyexclusive remedy of Purchaser and its Affiliates, each of its officers, directors, employees, affiliatesagents, successors and assigns against a Stockholder or any of its Affiliates, officers, directors, partnersemployees, membersagents, attorneys successors and agents and each underwriter (if any), and each other selling Holder and each other Person, if any, who controls such Person within the meaning assigns with respect to any breach of the Securities Act, against any losses, claims, judgments, damages or liabilities, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus, any Free Writing Prospectus or summary prospectus representation and warranties 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 to state a material fact required to Acquisition Documents shall be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing pursuant to the Company by such selling Holder expressly for use therein, or any untrue statement or alleged untrue statement of a material fact indemnification provisions set forth 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 Company10.2.

Indemnification by the Holders. Each Holder severally (and not jointly) will, in the event that In connection with any registration is being effected under statement in which the Securities Act pursuant Holders are participating, the Holders will furnish to this Agreement of the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any Registrable Securities held such registration statement or prospectus and, to the extent permitted by such selling Holderlaw, will indemnify and hold harmless the Company, each of Company and its officers, employees, affiliates, directors, partners, members, attorneys and agents and each underwriter (if any), and each other selling Holder and each other Person, if any, who controls such Person within the meaning of the Securities Act, Indemnitees against any losses, claims, judgmentsdamages, damages liabilities, joint or liabilitiesseveral, to which the Company or any such Indemnitee may become subject under the Securities Act or otherwise, insofar as such losses, claims, judgments, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (a) any untrue statement or allegedly alleged untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Actregistration statement, any prospectus or preliminary prospectus, final prospectus, any Free Writing Prospectus or summary prospectus contained in the Registration Statement, or any amendment thereof or supplement theretothereto or in any application, together with any documents incorporated therein by reference or arise out of or are based upon (b) any omission or the alleged omission to state of a material fact required to be stated therein or necessary to make the statement statements therein not misleading, if but only to the extent that such untrue statement (or alleged untrue statement) or omission was (or alleged omission) is made in such registration statement, any such prospectus or preliminary prospectus or any amendment or supplement thereto, or in any application, in reliance upon and in conformity with written information prepared and furnished in writing to the Company by such selling Holder the Holders expressly for use therein, or any untrue statement or alleged untrue statement of a material fact in and 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 Holders will reimburse the Company, its directors and officers, Company and each other selling holder or controlling Person such Indemnitee for any legal or any other expenses reasonably including any amounts paid in any settlement effected with the consent of the Holders, which consent will not be unreasonably withheld or delayed, incurred by any of them in connection with investigation investigating or defending any such loss, claim, damageliability, liability action or actionproceeding; provided, however, that but the total amount obligation to be indemnified by such Holder pursuant to this Section 10.2 shall indemnify will be limited to the net amount of proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by the Holders from the sale of Registrable Securities pursuant to such Holder registration statement, less any other amounts paid by the Holders 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 respect of such Registration Statementuntrue statement, any preliminary prospectusalleged untrue statement, final prospectus, any Free Writing Prospectus omission 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 Companyalleged omission.

Indemnification by the Holders. Each Holder severally (and not jointly) will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling Holder, underwriter shall indemnify and hold harmless the Company, each of its Affiliates, their respective officers, directors, employees, affiliates, directors, partners, members, attorneys representatives and agents and each underwriter (if any)agents, and each other selling Holder and each other Personperson, if any, who controls any such Person person within the meaning of the Securities ActAct or the Exchange Act (collectively referred to for purposes of this Section 11 and Section 12 as the "Company Indemnified Parties"), from and against any lossesloss, claimsclaim, judgmentsdamage or liability, damages joint or liabilitiesseveral, insofar as such losses, claims, judgments, damages or liabilities (or actions any action in respect thereof) arise out of thereof (including any loss, claim, damage, liability or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale action relating to purchases and sales of such Registrable Securities was registered securities and regardless of whether such loss, claim, 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, any preliminary prospectus, final prospectusthe Exchange Act, any Free Writing Prospectus other federal or summary prospectus contained in the Registration Statementstate statutory law or regulation, at common law or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or any amendment or supplement thereto, or arise out of or are is based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling Holder expressly for use therein, or (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement under which such securities were registered under the information conveyed to Securities Act or any purchaser at the time of the sale to such purchaser, prospectus forming part thereof or in any amendment or supplement thereto or (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but in each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with any Holder's Information furnished to the Company by such Holder, and shall reimburse the Company, its directors and officers, and each other selling holder or controlling Person Company Indemnified Parties upon demand for any legal or other expenses reasonably incurred by any of them the Company in connection with investigation 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 actionaction as such expenses are incurred; provided, however, that the total amount to be indemnified by no such Holder pursuant to this Section 10.2 shall be limited to liable for any indemnity claims hereunder in excess of the amount of net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by such Holder from the sale of such securities pursuant to such registration statement. Such indemnity shall remain 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 full force and effect regardless of any such Registration Statement, any preliminary prospectus, final prospectus, any Free Writing Prospectus investigation made by or summary prospectus contained in on behalf of the Registration Statement, Company Indemnified Parties or any amendment or supplement thereto, each Holder has furnished in writing to of the Company, information expressly for use in, Holders and within a reasonable period of time prior to shall survive the effectiveness transfer 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 Companysecurities by such Holder.

Indemnification by the Holders. Each Holder severally (and shall, severally, but not jointly) will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling Holder, indemnify and hold harmless the Company, each of its any underwriter retained by the Company, their respective directors, officers, employees, affiliates, directors, partners, members, attorneys and agents other Affiliates and each Person who controls the Company or such underwriter (if any), and each other selling Holder and each other Person, if any, who controls such Person within the meaning of Section 15 of the Securities Act, ) from and against any losses, claims, judgments, damages or liabilities, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise and all Liabilities arising out of or are based upon (i) any untrue statement or allegedly alleged untrue statement of a material fact contained in any the Disclosure Package, the Registration Statement under which Statement, the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectusProspectus, any Free Writing Prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement thereto, or arise out of or are based upon any ; and (ii) the omission or the alleged omission to state a in the Disclosure Package, the Registration Statement, the Prospectus, any Free Writing Prospectus or in any amendment or supplement thereto any material fact required to be stated therein or necessary to make the statement statements therein not misleading, if in each case, to the statement extent such Liabilities arise out of or omission was made in reliance are based upon and in conformity with written information furnished by such Holder or on such Holder's behalf specifically for inclusion in writing the Disclosure Package, the Registration Statement, the Prospectus, any Free Writing Prospectus or any amendment or supplement thereto relating to the Registrable Securities as provided in, including the information furnished to the Company by such selling Holder expressly for use thereinpursuant to this Section 8(b); PROVIDED, 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, howeverHOWEVER, that the total amount to be indemnified by such any Holder pursuant to this Section 10.2 8(b) shall be limited to the net proceeds (after payment of any underwriting fees, discounts, commissions or taxesdeducting the underwriters' discounts and commissions) actually received by such Holder in the offering to which such Registration Statement relates; providedthe Disclosure Package, 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 Prospectus or 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 Companyrelates.

Indemnification by the Holders. Each Electing Holder agrees, severally (and not jointly) will, in as a consequence of the event that any registration is being effected under the Securities Act pursuant to this Agreement inclusion of any of such holder's Registrable Securities held by such selling Holderin any Shelf Registration Statement, to (i) indemnify and hold harmless the Company, each of its officers, employees, affiliates, directors, partners, members, attorneys directors and agents executive officers who sign such Shelf Registration Statement and each underwriter (if any), and each other selling Holder and each other Personperson, if any, who controls such Person the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, claims, judgments, damages or liabilitiesliabilities to which the Company or such other persons may become subject, under the Securities Act or otherwise, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or allegedly alleged untrue statement of a material fact contained in any such Shelf Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus, any Free Writing Prospectus or summary prospectus contained in the Registration StatementProspectus, or any amendment or supplement thereto, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling Holder 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 thereintherein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and shall in conformity with written information furnished to the Company by or on behalf of such Electing Holder expressly for use therein and (ii) reimburse the Company, Company and its directors and officers, and each other selling holder or controlling Person officers who sign such Shelf Registration Statement for any legal or other expenses reasonably incurred by any of them the Company and such directors and officers in connection with investigation investigating or defending any such loss, claim, damage, liability action or action; provided, however, that the total amount to be indemnified by claim as 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 Companyexpenses are incurred.

Indemnification by the Holders. Each Holder shall, severally (and but not jointly) will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling Holder, indemnify and hold harmless harmless, to the fullest extent permitted by applicable law, the Company, each of its directors, officers, employees, affiliates, directors, partners, members, attorneys and agents stockholders and each underwriter (if any), and each other selling Holder and each other Person, if any, person who controls such Person the Company (within the meaning of the Securities Act, 0000 Xxx) against any losses, claims, judgmentsdamages, damages liabilities and expense (including reasonable attorney fees) resulting from (x) such Holder’s failure to deliver a Prospectus in connection with any sales under the Registration after the Company has advised the Holder in writing that (A) the Company does not meet the conditions for use of Rule 172 and (B) as a result the Holder must deliver a Prospectus in connection with any sales under the Registration Statement or liabilities, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereofy) arise out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus, any Free Writing Prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement thereto, or arise out omission of or are based upon any omission or the alleged omission to state a material fact required to be stated therein in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or necessary to make the statement statements therein not misleading, if to the extent, but only to the extent that such untrue statement or omission was made is contained in reliance upon and in conformity with (1) any information furnished in writing by such Holder to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto or (2) in an outdated or defective Prospectus delivered by such selling the Holder 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 any sales under the Registration Statement after the Company has notified such Holder in writing that the Company does not meet the conditions for use of Rule 172 and that (A) as a result the Holder must deliver a Prospectus in connection with any sales under the Registration Statement and (B) the Prospectus is outdated or defending any defective and prior to the receipt by such Holder of an amended or supplemented Prospectus, but only if and to the extent that following the receipt of the amended or supplemented Prospectus the misstatement or omission giving rise to such loss, claim, damage, damage or liability or action; provided, however, that would have been corrected. In no event shall the total liability of an Holder be greater in amount to be indemnified than the dollar amount of the proceeds (net of all expense paid by such Holder pursuant in connection with any claim relating to this Section 10.2 shall be limited to 6 and the net proceeds (after payment amount of any underwriting fees, discounts, commissions damages such Holder has otherwise been required to pay by reason of such untrue statement or taxesomission) actually received by such Holder in upon the offering to which such Registration Statement relates; provided, further, that a Holder shall not be liable in any case to sale of 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 Registrable Securities included in the Registration Statement, or any amendment or supplement thereto, each Holder has furnished in writing Statement giving rise 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 Companyindemnification obligation.

Indemnification by the Holders. Each Holder Other Sellers and Underwriters. The Company may require, as a condition to including any Registrable Securities in any registration statement filed in accordance with Section 6 hereof, that the Company shall have received an undertaking reasonably satisfactory to it from each of the Holders of such Registrable Securities, each other person registering Company securities pursuant to such registration statement or any underwriter or selling agent, to severally (and not jointly) will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling Holder, indemnify and hold harmless (in the Companysame manner and to the same extent as set forth in subsection (a) of this Section 7) the Company and its directors, each of its officers, employeescontrolling persons, affiliates, any underwriter or selling agent and all other prospective sellers and their respective directors, officers, general and limited partners, membersmanaging directors, attorneys and agents and each underwriter their respective controlling persons (if anyfor purposes of this Section 7(b), and each other selling Holder and each other Person, if any, who controls such Person within the meaning of the Securities Act, against any losses, claims, judgments, damages or liabilities, insofar as such losses, claims, judgments, damages or liabilities "Indemnified Persons") but only with respect to (or actions in respect thereofa) arise out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus, any Free Writing Prospectus or summary 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 to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling Holder expressly for use therein, or any untrue statement or alleged untrue statement of a any material fact contained, on the effective date thereof, in any registration statement under which such securities were registered under the information conveyed to Securities Act, any purchaser at the time of the sale to such purchaserpreliminary, final or summary prospectus contained therein, or the any amendment or supplement thereto or, (b) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case in reliance upon and in conformity with written information furnished to the Company or its representatives through an instrument duly executed by or on behalf of such Holder, other selling person or underwriter or selling agent specifically stating that it is for inclusion therein, . Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Persons and shall reimburse survive the Company, its directors and officers, and each other selling holder or controlling Person for any legal or other expenses reasonably incurred transfer of such securities by any of them in connection with investigation or defending any such loss, claim, damage, liability or actionindemnifying party; provided, however, that no such indemnifying party shall be liable under this Section 7 for any amounts exceeding the total amount product of the purchase price per Registrable Security and the number of Registrable Securities being sold pursuant to be indemnified such registration statement or prospectus 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 Companyindemnifying party.

Indemnification by the Holders. Each Holder shall, severally (and not jointly) will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling Holder, indemnify and hold harmless the Company, each of its directors, officers, agents and employees, affiliates, directors, partners, members, attorneys and agents and each underwriter (if any), and each other selling Holder and each other Person, if any, Person who controls such Person the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against any lossesall Losses, claimsas incurred, judgments, damages or liabilities, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon upon: (i) such Holder's failure to comply with the prospectus delivery requirements of the Securities Act or (ii) any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities ActStatement, any preliminary Prospectus or any form of prospectus, final prospectus, any Free Writing Prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement thereto, or arise arising out of or are based upon any omission or the alleged omission to state of a material fact required to be stated therein or necessary to make the statement statements therein not misleadingmisleading to the extent, if but only to the extent, that such untrue statement or omission was made is contained in reliance any information so furnished by such Holder to the Company or to the extent that (A) such untrue statements or omissions are based upon and in conformity with information regarding such Holder furnished in writing to the Company by such selling Holder expressly for use thereinHolder, 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 such information relates to the filing such Holder or such Holder's proposed method of any distribution of Registrable Securities and was reviewed and approved by such Registration Statement, any preliminary prospectus, final prospectus, any Free Writing Prospectus or summary prospectus contained Holder for use in the Registration Statement, or any amendment or supplement thereto, each Statement (it being understood that the Holder has furnished in writing to the Companyapproved Exhibit B hereto for this purpose), 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 such form of Prospectus or in the Registration Statement, or any amendment or supplement thereto which corrected or made not misleading information previously provided (B) 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. 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 upon the sale of the Registrable Securities giving rise to the Companysuch indemnification obligation.

Indemnification by the Holders. Each Holder of Registrable Securities, severally (and not jointly) will, which Registrable Securities are included in the event that any a registration is being effected under the Securities Act pursuant to the provisions of this Agreement of any Registrable Securities held by such selling HolderAgreement, will indemnify and hold harmless the Company, each of its officers, employees, affiliates, directors, partners, members, attorneys and agents and each underwriter (if any), and each other selling Holder and each other Personperson, if any, who controls such Person the Company within the meaning of the Securities Act, against each officer of the Company who signs the Registration Statement including such Registrable Securities, each director of the Company, each underwriter and any person who controls the underwriter and each of their successors from and against, and will reimburse the Company and such officer, director, underwriter or controlling person with respect to, any and all claims, actions, demands, losses, claimsdamages, judgmentsliabilities, damages costs or liabilitiesexpenses to which the Company or such officer, director, underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such claims, actions, demands, losses, claimsdamages, judgmentsliabilities, damages costs or liabilities (or actions in respect thereof) expenses arise out of or are based upon any untrue statement or allegedly untrue statement of a any material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus, any Free Writing Prospectus or summary prospectus contained in the Registration Statement, any prospectus contained therein or any amendment or supplement thereto, or arise out of or are based upon any omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein statements therein, in light of the circumstances in which they are made, not misleading; provided that such Holder will be liable in any such case to the extent, if 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 omission was made in reliance upon and in strict conformity with written information furnished in writing to the Company by such selling Holder 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 specifically for use 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 Companypreparation thereof.

Indemnification by the Holders. Each In connection with any Registration Statement in which a Holder is participating, each such Holder agrees severally (and not jointly) willjointly to indemnify, hold harmless and defend, to the same extent and in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling Holdersame manner set forth in Clause 6.1, indemnify and hold harmless the Company, each of its officersdirectors, each of its officers who signs the Registration Statement, its employees, affiliates, directors, partners, membersagents, attorneys and agents and each underwriter (if any), and each other selling Holder and each other Personperson, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and any other stockholder selling securities pursuant to the Registration Statement or any of its directors or officers or any person who controls such Person stockholder within the meaning of the Securities ActAct or the Exchange Act (collectively and together with an Indemnified Person, an Indemnified Party), against any lossesClaim to which any of them may become subject, claims, judgments, damages or liabilities, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectusthe Exchange Act or otherwise, final prospectus, any Free Writing Prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement thereto, or arise insofar as such Claim arises out of or are is based upon any omission or Violation, in each case to the alleged omission extent (and only to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made extent) that such Violation occurs in reliance upon and in conformity with written information furnished in writing to the Company by such selling Holder expressly for use therein, or in connection with such Registration Statement; and subject to Clause 6.3 such Holder will reimburse 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 reasonable legal or other expenses (promptly as such expenses are incurred and are due and payable) reasonably incurred by any of them in connection with investigation investigating or defending any such loss, claim, damage, liability or actionClaim; provided, however, that the total amount indemnity agreement contained in this Clause 6.2 shall not apply to be indemnified by amounts paid in settlement of any Claim if such settlement is effected without an unconditional release of such Holder pursuant to this Section 10.2 and all of its controlling persons, employees and agents, or without the prior written consent of such Holder, which consent shall not be unreasonably withheld; provided, further, however, that the Holder shall be limited to liable under this Agreement (including this Clause 6.2 and Clause 7) for only that amount as does not exceed the net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by such Holder in as a result of the offering sale of Registrable Securities pursuant 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. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of the Registrable Securities by the Holders pursuant to Clause 10. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Clause 6.2 with respect to any preliminary prospectus, final prospectus, prospectus shall not inure to the benefit of any Free Writing Prospectus Indemnified Party if the untrue statement or summary prospectus omission of material fact by the Holder contained in the Registration Statementpreliminary prospectus was corrected on a timely basis in the prospectus, as then amended or any amendment or supplement thereto, each Holder has furnished in writing to the Company, information expressly for use insupplemented, and within a reasonable period of time prior the Indemnified Party failed to the effectiveness of utilize such Registration Statement, any preliminary corrected 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 In connection with any Registration Statement in which a Holder severally (and not jointly) willis participating, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by each such selling Holder, Holder will indemnify and hold harmless the Company, each of its directors and officers, employees, affiliates, directors, partners, members, attorneys and agents and each underwriter (if any), and each other selling Holder and each other Person, if any, any Person who controls such Person is or might be deemed to be a controlling person of the Company or any of its subsidiaries within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any Losses to which such Holder or any such director or officer, any such underwriter or controlling person may become subject under the Securities Act, against the Exchange Act, any lossesstate blue sky securities laws, claims, judgments, damages any equivalent non-U.S. securities laws or liabilitiesotherwise, insofar as such losses, claims, judgments, damages or liabilities Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement or allegedly alleged untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus, any Free Writing Prospectus or summary prospectus contained in the Registration Statement, prospectus, preliminary prospectus or free writing prospectus, or any amendment thereof or supplement thereto, or arise out of in any application or are based upon (ii) any omission or the alleged omission to state of a material fact required to be stated therein or necessary to make the statement statements therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling Holder 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 but only to the extent that prior to the filing of any such untrue statement or omission is made in such Registration Statement, any preliminary such prospectus, final preliminary prospectus or free writing prospectus, any Free Writing Prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement thereto, each or in any application, in reliance upon and in conformity with such Holder’s Selling Holder has 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 to the Company, information by such underwriter expressly for use in, and within a reasonable period of time prior to the effectiveness of in such Registration Statement), and such Holder will reimburse the Company and each such director, officer, underwriter and controlling Person for any preliminary prospectuslegal or any other expenses actually and reasonably incurred by them in connection with investigating, final prospectusdefending or settling any such loss, claim, liability, action or proceeding; provided, however, that the obligations of such Holder hereunder shall not apply to amounts paid in settlement of any Free Writing Prospectus such Losses (or summary prospectus contained actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld); and provided, further that the obligation to indemnify and hold harmless shall be individual and several to each Holder and shall be limited to the amount of net proceeds received by such Holder from the sale of Registrable Securities covered by such 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 In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder, severally (and not jointly) will, in shall indemnify, to the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held fullest extent permitted by such selling Holderlaw, indemnify and hold harmless the Company, each of its underwriter and their respective officers, employeesdirectors and agents, affiliates, directors, partners, members, attorneys and agents and each underwriter (if any), and each other selling Holder and each other Person, if any, who controls the Company or such Person underwriter within the meaning of section 15 of the Securities Act, against any losses, claims, judgmentsdamages, damages or liabilities, insofar as such losses, claims, judgments, damages or liabilities (or actions proceedings in respect thereof) arise out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus, any Free Writing Prospectus or summary 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 to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling Holder expressly for use therein, or expenses resulting from any untrue statement or alleged untrue statement of a material fact in the information conveyed to or any purchaser at the time of the sale to such purchaser, or the omission or alleged omission to state therein of a material fact required to be stated in the registration statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein (in the case of any prospectus, in light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement is contained in or such omission is from information so concerning a holder furnished in writing by such holder expressly for use therein; provided, however, that such holder's obligations hereunder shall be limited to an amount equal to the net proceeds to such holder of the Registrable Securities sold pursuant to such registration statement; and provided, further, that no holder of Registrable Securities 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 be required to indemnify any such underwriter, or any officer or director of such underwriter or any Person who controls such underwriter within the meaning of section 15 of the Securities Act, to the extent that the loss, claim, damage, liability (or action; provided, however, that the total amount proceedings in respect thereof) or expense for which indemnification is claimed results from such underwriter's failure to be indemnified by such Holder pursuant to this Section 10.2 shall be limited send or give a copy of an amended or supplemented final prospectus to the net proceeds (after payment of any underwriting fees, discounts, commissions Person asserting an untrue statement 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 alleged untrue statement or omission or alleged omission at or prior to the filing written confirmation of any the sale of Registrable Securities to such Registration Statement, any preliminary prospectus, Person if such statement or omission was corrected in such amended or supplemented final prospectus prior to such written confirmation and the underwriter was provided with such amended or supplemented 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 severally (and not jointly) will, in the event that any registration is being effected under the Securities Act pursuant As a condition to this Agreement of including any Registrable Securities held by in any registration statement, each Holder of such selling Holder, Registrable Securities agrees to indemnify and hold harmless (in the Companysame manner and to the same extent as set forth in Section 3.8(a)) the Issuer, each all other Holders and any prospective underwriter, as the case may be, and any of its officers, employees, affiliatestheir respective Affiliates, directors, officers, general and limited partners, membersmembers and managing members and controlling Persons, attorneys and agents and each underwriter (if any), and each other selling Holder and each other Person, if any, who controls such Person within the meaning of the Securities Act, against with respect to any losses, claims, judgments, damages or liabilities, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or allegedly untrue alleged statement of a material fact contained in any Registration Statement under which the sale of or omission or alleged omission from such Registrable Securities was registered under the Securities Actregistration statement, any preliminary prospectuspreliminary, final prospectus, any Free Writing Prospectus or summary prospectus contained in the Registration Statementtherein, or any amendment or supplement theretosupplement, if such statement or arise out of alleged statement or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with written information with respect to such Holder furnished in writing to the Company Issuer by such selling Holder 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 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 actionforegoing; provided, however, that the total amount each Holder’s aggregate liability hereunder and under Section 3.8(b) with respect to be indemnified by such Holder pursuant to this Section 10.2 any particular registration shall be limited to an amount equal to the net proceeds (after payment of any deducting underwriting fees, commissions and discounts, commissions or taxesbut before deducting any expenses) actually received by such Holder from the Registrable Securities sold by such Holder in the offering to which such Registration Statement relatesregistration; provided, provided further, that a no Holder shall not be liable in any case have liability hereunder to the extent that prior such Holder timely corrects, amends or supplements such written information previously furnished to the filing Issuer. Such indemnity will remain in full force and effect regardless of any such Registration Statement, investigation made by or on behalf of the Issuer or any preliminary prospectus, final prospectus, any Free Writing Prospectus or summary prospectus contained in of the Registration StatementHolders, or any amendment of their respective Affiliates, directors, officers or supplement thereto, each Holder has furnished in writing to controlling Persons and will survive the Company, information expressly for use in, and within a reasonable period of time prior to the effectiveness Transfer 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 securities by such Xxxxxx. Any indemnification obligation of a Holder of Registrable Securities hereunder shall be several and not misleading information previously provided to the Companyjoint with each other Holder of Registrable Securities.

Indemnification by the Holders. Each To the extent permitted by law, each Holder severally (and not jointly) will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any if Registrable Securities held by or issuable to such selling HolderHolder are included in the securities to which a registration is being effected, indemnify and hold harmless the Company, each of its officers, employees, affiliates, directors, partners, members, attorneys directors and agents officers and each underwriter (if any), and each other selling Holder and each other Person, if any, person who controls such Person the Company within the meaning of the Securities Act, and each other Holder, each of such other Holder’s officers and directors and each person controlling such other Holder, against any all claims, losses, claimsdamages, judgmentscosts, damages or liabilities, insofar as such losses, claims, judgments, damages or expenses and liabilities of any nature whatsoever (or actions in respect thereof) arise arising out of or are based upon on any untrue statement (or allegedly alleged untrue statement statement) of a material fact contained in any such Registration Statement under which the sale of or that prospectus incident to any such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus, any Free Writing Prospectus or summary prospectus contained in the Registration Statementregistration, or any amendment or supplement thereto, or arise arising out of or are based upon on any omission (or the alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statement statements therein not misleading, if 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, such other Holders, and such directors, officers and other persons for any legal or 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 was (or alleged omission) is made in such Registration Statement or prospectus in reliance upon and in conformity with information furnished in writing to the Company by such selling indemnifying Holder expressly and stated to be specifically for use therein, or 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 of a material fact statement) or omission (or alleged omission) made in the information conveyed preliminary prospectus but eliminated or remedied in the Final Prospectus, such indemnity agreement shall not inure to any purchaser at the time benefit of the sale Company or any Holder if a copy of the Final Prospectus was furnished to such purchaserthe person or entity asserting the claim, 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, cost, expense, liability or action; action at or prior to the time such action was required by the Securities Act, provided, however, that the total amount indemnity agreement contained in this Section 2.4(b) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Holder, which consent shall not be indemnified unreasonably withheld or delayed; and provided further that in no event shall the aggregate amounts payable by any Holder by way of indemnity or contribution under Section 2.4(b) or 2.4(d) exceed the aggregate proceeds received in respect of the Registrable Securities sold 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 under 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 and any Agents and Underwriters. The Issuer may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2(b) hereof that each Electing Holder agrees, as a consequence of the inclusion of any of such Electing Holder's Registrable Securities in such registration statement, anx xxxx 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) will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling Holder, indemnify and hold harmless the CompanyIssuer, each of its officers, employees, affiliates, directors, partners, members, attorneys and agents and each underwriter (if any)the Guarantor, and each all other selling Holder and each other Person, if any, who controls such Person within the meaning holders of the Securities ActRegistrable Securities, against any losses, claims, judgments, damages or liabilitiesliabilities to which the Issuer, the Guarantor or such other holders of Registrable Securities may become subject, under the Securities Act or otherwise, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or allegedly alleged untrue statement of a material fact contained in such registration statement or any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectuspreliminary, final prospectus, any Free Writing Prospectus or summary prospectus contained in the Registration Statementtherein, or any amendment or supplement thereto, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling Holder 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 or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Issuer by such Electing Holder, underwriter, selling agent or other securities professional expressly for use therein, and shall (ii) reimburse the Company, its directors Issuer and officers, and each other selling holder or controlling Person the Guarantor for any legal or other expenses reasonably incurred by any of them in connection with investigation investigating or defending any such loss, claim, damage, liability action or actionclaim 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 total dollar amount of the proceeds 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 Electing Holder in from 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 sale 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 Electing Holder's Registrable Securities pursuant to the Companysuch registration.

Indemnification by the Holders. Each Holder severally (and not jointly) will, in the event that If any registration is being effected Registrable Securities are registered under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling HolderSection 2 hereof, each Holder agrees to (i) indemnify and hold harmless the Company, each its directors (including any person who, with his or her consent, is named in the Registration Statement as a director nominee of the Company), its officers, employees, affiliates, directors, partners, members, attorneys and agents officers who sign any Registration Statement and each underwriter (if any), and each other selling Holder and each other Personperson, if any, who controls such Person the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, claims, judgments, damages or liabilitiesliabilities to which the Company or such other persons may become subject, under the Securities Act or otherwise, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus, any Free Writing Prospectus or summary 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 to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling Holder expressly for use therein, or any (x) an untrue statement or alleged untrue statement of a material fact contained in the information conveyed to any purchaser at the time of the sale to such purchaser, Registration Statement or the an 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 (y) an untrue statement or alleged untrue statement of a material fact contained in any Prospectus or an omission or alleged 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, in each case to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with information furnished to the Company by such Holder for use therein, and shall (ii) reimburse the Company, its directors and officers, and each other selling holder or controlling Person Company for any legal or other expenses reasonably incurred by any of them the Company in connection with investigation investigating or defending any such loss, claim, damage, liability action or action; provided, however, that the total amount to claim as such expenses are incurred. No Holder shall be indemnified by such Holder pursuant to liable under this Section 10.2 shall be limited to 7 for any amount in excess of the net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by such Holder in shall have received from 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 sale 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 CompanyRegistrable Securities.

Indemnification by the Holders. Each Holder severally (and not jointly) will, in In the event that of any registration is being effected of any Registrable Securities under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling HolderAgreement, each Holder shall indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 hereof) the Company, each director and officer of its officers, employees, affiliates, directors, partners, members, attorneys and agents and each underwriter (if any), and each other selling Holder the Company and each other Person, if any, who controls such Person the Company within the meaning of Section 15 of the Securities ActAct (each such person being sometimes referred to as a “Company Indemnified Person”), against Losses to which the Company or any lossessuch Persons may become subject under the Securities Act or otherwise, claims, judgments, damages or liabilities, insofar as to the extent that such losses, claims, judgments, damages or liabilities losses (or related actions in respect thereofor proceedings) arise out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus, any Free Writing Prospectus or summary 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 to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling Holder expressly for use therein, or (A) any untrue statement or alleged untrue statement of a any material fact contained in any registration statement in which Registrable Securities were included for registration under the information conveyed to Securities Act, or any purchaser at the time of the sale preliminary prospectus or any final prospectus included in such registration statement (or any amendment or supplement to such purchaserregistration statement or prospectus), or the (B) any omission or alleged 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, in each case, only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in such registration statement, preliminary prospectus, final prospectus, amendment or supplement in reliance upon and shall reimburse in conformity with written information furnished to the CompanyCompany by such Holder, its directors and officersor on such Holder’s behalf, specifically for inclusion, respectively, in such registration statement, preliminary prospectus, final prospectus, amendment or supplement; and each other selling holder or controlling Holder agrees to reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred by any of them it in connection with investigation investigating or defending any such loss, claim, damage, liability action or actionclaim as such expenses are incurred; provided, however, that the total amount to be indemnified by such Holder pursuant to that, a Holder’s aggregate liability under this Section 10.2 Agreement shall be limited to an amount equal to the net proceeds (after payment of any underwriting fees, discounts, commissions or taxesdeducting the underwriter’s discount but before deducting expenses) actually received by such Holder in from 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 sale 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 Holder’s Registrable Securities pursuant to the Companysuch registration.

Indemnification by the Holders. Each Holder severally (and not jointly) will, in the event that any registration is being effected under the Securities Act pursuant agrees to this Agreement of any Registrable Securities held by such selling Holder, indemnify and hold harmless the Company, Company and each of its officersAffiliates, directors, employees, affiliates, directors, partners, members, attorneys and managers, agents and each underwriter (if any), and each other selling Holder and each other Person, if any, Person who controls such Person the Company (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 against any losses, claims, judgments, damages and all Losses to which they or liabilities, any of them may become subject insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) Losses arise out of or are based upon any untrue statement or allegedly alleged untrue statement of a material fact contained in any Registration Statement under pursuant to which the sale of such Registrable Securities was registered under the Securities Actwere registered, any Prospectus, preliminary prospectusProspectus, final prospectusroad show, any Issuer Free Writing Prospectus or summary prospectus contained included in the any such Registration Statement, or in any amendment thereof or supplement thereto, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling Holder 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 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, to the extent, but only to the extent, that any such untrue statement or alleged untrue statement or omission or alleged omission is contained in any written information furnished to the Company by or on behalf of such Holder specifically for inclusion therein, including, without limitation, any notice and shall reimburse questionnaire. Notwithstanding the Companyforegoing, 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 (i) the total maximum amount to be indemnified by such Holder pursuant to this Section 10.2 ‎11(b) shall be limited to the net proceeds (after payment of any underwriting fees, discounts, commissions or taxesdeducting underwriters’ discounts and commissions) actually received by such Holder in the offering Public Offering to which such Registration Statement Statement, Prospectus, preliminary prospectus, road show or Issuer Free Writing Prospectus relates; provided, further, that and (ii) a Holder shall not be liable in any case to the extent that prior to the filing of any such Registration Statement, any Prospectus, preliminary prospectus, final prospectus, any road show or Issuer Free Writing Prospectus or summary prospectus contained in the Registration Statement, or any amendment thereof 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, and sufficient for the Company to act on, the effectiveness of such Registration StatementStatement or the use of the Xxxxxxxxxx, any preliminary prospectusxxxxxxxxxxx xxxxxxxxxx, final prospectus, any xxxx show or Issuer Free Writing Prospectus or summary prospectus contained in the Registration StatementProspectus, 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 Holder, severally (and not jointly) will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling Holder, shall indemnify and hold harmless the Company, each of its officersany affiliate or subsidiary thereof (including, employeeswithout limitation, affiliatesthe Guarantors), directorsthe Initial Purchaser, partners, members, attorneys and agents and each underwriter (if any)of Registrable Securities, and each other selling Holder and Holder, each other Personperson, if any, who controls the Company, any Guarantor, the Initial Purchaser, such Person underwriter or another Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and the respective officers, directors, partners, employees, representatives and agents of the Company, any affiliate or subsidiary thereof (including, without limitation, the Guarantors), the Initial Purchaser, such underwriter, any other Holder or any controlling person, from and against any Loss, joint or several, to which they or any of them may become subject under the Securities Act, against any losses, claims, judgments, damages the Exchange Act or liabilitiesotherwise, insofar as any such losses, claims, judgments, damages or liabilities Loss (or actions action in respect thereof) arise arises out of of, or are is based upon upon, any untrue statement or allegedly alleged untrue statement of a material fact contained in any the Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus, any Free Writing Prospectus or summary prospectus contained in the Registration Statement, or any amendment thereto or any related preliminary prospectus or the Prospectus or any amendment thereto or supplement theretothereof, or arise arises out of of, or are is based upon any upon, the omission or the alleged omission to state a therein any material fact required to be stated therein or necessary to make the statement therein statements therein, in light of the circumstances under which they were made, not misleading, if in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission made therein was made in reliance upon and in conformity with written information furnished in writing to the Company by or on behalf of such selling Holder expressly specifically for use therein, or . In no event shall the liability of any untrue statement or alleged untrue statement selling Holder hereunder be greater in amount than the dollar amount 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 upon the offering sale of the Registrable Securities pursuant to which such the Registration Statement relates; provided, further, giving rise to such indemnification obligation. The foregoing indemnity agreement is in addition to any liability that a any 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 may otherwise have to the Company, information expressly for use inany Guarantor, and within a reasonable period of time prior to the effectiveness of such Registration StatementInitial Purchaser, any preliminary prospectus, final prospectusunderwriter of Registrable Securities, any Free Writing Prospectus or summary prospectus contained in the Registration Statement, or other Holder and any amendment or supplement thereto which corrected or made not misleading information previously provided to the Companysuch other person.

Indemnification by the Holders. Each Holder severally (and not jointly) will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any if Registrable Securities held by such selling HolderHolder are included in any registration statement filed pursuant to Section 2 hereof, indemnify and hold harmless the CompanyIssuer, each of its directors, officers, employeeslegal counsel, affiliatesand accountants, directors, partners, members, attorneys and agents each Holder and each underwriter (if any)of their officers, directors and partners, and each other selling person controlling such Holder and each other Person, if any, who controls (to the extent such Person within the meaning of the Holder's Registrable Securities Actwere included in such registration), against any all claims, losses, claims, judgments, damages or liabilities, insofar as such losses, claims, judgments, damages or and liabilities (or actions in respect thereof) arise arising out of or are based upon on any untrue statement (or allegedly alleged untrue statement statement) of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Actregistration statement, any preliminary prospectus, final prospectus, any Free Writing Prospectus offering circular or summary prospectus contained in the Registration Statementother document, or any amendment omission (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 statement statements therein not misleading, if and will reimburse the Issuer, its directors, officers, partners, legal counsel, and accountants, the Holders, or control persons, 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 was (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 in writing to the Company Issuer by such selling Holder expressly and stated to be specifically 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 obligations of such Holder pursuant to this Section 10.2 shall hereunder will be limited to an amount equal to the net proceeds to such Holder (after payment of deducting any underwriting fees, discounts, underwriter's discounts and commissions or taxes) actually received and all other expenses paid by such Holder in connection with the offering registration in question) and shall not apply to amounts paid in settlement of any such claims, losses, damages or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which such Registration Statement relates; provided, further, that a Holder consent 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 Companyunreasonably withheld).

Indemnification by the Holders. Each If any Registrable Securities are ------------------------------- included in any registration statement, each Holder selling Shares thereunder shall, and hereby does, severally (and not jointly) will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling Holder, indemnify and hold harmless the Company, each of its officers, employees, affiliates, directors, partners, members, attorneys and agents and each underwriter (if any)director, officer, agent, attorney, representative and each other selling Holder and affiliate of the Company, each other Person, if any, who controls such Person the Company within the meaning of the Securities Act, against and each Person who participates as an underwriter in the offering or sale of such securities and each other Person, if any; who controls any such underwriter within the meaning of the Securities Act with respect to all losses, claims, judgments, damages or liabilities, insofar as such losses, claims, judgments, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereofthereof ("Losses") to which the Company or such other indemnified party becomes subject under the Securities Act, insofar as such Losses arise out of or are based upon any untrue statement or allegedly alleged untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Actregistration statement, any preliminary prospectus, final prospectus, any Free Writing Prospectus prospectus or summary prospectus contained in the Registration Statementtherein, or any amendment or supplement thereto, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling Holder 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 an omission or alleged omission to state therein a material fact required to be stated thereintherein or necessary to make the statements therein not misleading, if such statement or alleged statement or omission or alleged omission was made in reliance upon and shall reimburse in conformity with written information pertaining to such Holder and furnished to 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 Company 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 expressly for use in the offering to which preparation of such Registration Statement relates; providedregistration statement, 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 Statementprospectus, or any amendment or supplement theretosupplement; provided, each however, in no event shall the indemnity provided for in this Section 4.2 exceed the net proceeds actually received by the Holder has furnished from the sale of the Registrable Securities included 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 Companyregistration statement.

Indemnification by the Holders. Each Holder severally (and not jointly) will, participating in ------------------------------ the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling Holder, Registration shall indemnify and hold harmless the Company, each of its officers, employees, affiliates, directors, partnerseach of its officers who has signed a Registration Statement, memberslegal counsel and accountants for the Company, attorneys and agents and each underwriter person (if any), and each other selling Holder and each other Person, if any, ) who controls such Person the Company within the meaning of the Securities Act and any underwriter (as defined in the Securities Act) for the Company, against any losses, claims, judgments, damages or liabilitiesliabilities to which the Company or any such director, officer, controlling person or underwriter may become subject under the Securities Act or any rule or regulation thereunder or otherwise, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or (i) are based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus, any Free Writing Prospectus or summary 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 to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company caused solely by such selling Holder expressly for use therein, or any untrue statement or alleged untrue statement of a any material fact contained in any preliminary prospectus (if used prior to the information conveyed to any purchaser at the time effective date of the sale Registration Statement), or contained, on the effective date thereof, in any Registration Statement of which such Holder's Warrant Shares were the subject, the prospectus contained therein, any amendment or supplement thereto, or any other document related to such purchaserRegistration Statement, or (ii) arise out of or are based solely upon the omission or alleged omission to state therein a material fact required to be stated thereintherein or necessary to make the statements therein not misleading, in the case of each of (i) and shall reimburse (ii) to the Companyextent, its directors but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and officers, and each other selling holder or controlling Person in conformity with information furnished to the Company by such Holder expressly for any legal or other expenses reasonably incurred by inclusion in any of them the foregoing documents. This indemnity shall not apply to amounts paid in connection with investigation or defending settlement of any such loss, claim, damage, liability or action; provided, however, that action if such settlement is effected without the total amount to be indemnified by such Holder pursuant to this Section 10.2 shall be limited to consent of 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 Companysubject Holder.

Indemnification by the Holders. Each Holder will, severally (and not jointly) will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling Holder, indemnify and hold harmless the Company, each of its officers, employees, affiliates, directors, partners, members, attorneys and agents each of its officers who signed the Registration Statement and each underwriter (if any), and each other selling Holder and each other Personperson, if any, who controls such Person the Company within the meaning of the Securities Act, against any losses, claims, judgmentsdamages, damages liabilities or liabilitiesexpenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Holder, which consent shall not be unreasonably withheld) insofar as such losses, claims, judgmentsdamages, damages liabilities or liabilities expenses (or actions in respect thereofthereof as contemplated below) arise out of or are based upon (i) any failure on the part of the Holder to comply with the covenants and agreements contained in the Asset Purchase Agreement or Section 1.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by the Holder in this Agreement or (iii) any untrue statement or allegedly alleged untrue statement of a any material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus, any Free Writing Prospectus or summary prospectus contained in the Registration Statement, the Prospectus, or any amendment or supplement theretoto the Registration Statement or Prospectus, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling Holder 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 or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Holder expressly for use therein; provided, however, that the Holder shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Holder has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and shall the Holder will reimburse the Company, each of its directors and officersdirectors, and each other selling holder of its officers who signed the Registration Statement or controlling Person person for any legal or and other expenses expense reasonably incurred by any the Company, each of them its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigation investigating, defending, settling, compromising or defending paying any such loss, claim, damage, liability liability, expense 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 The Issuer and the Company may require, as a condition to including any Registrable Securities in any Shelf Registration Statement filed pursuant to Section 2.2 and to entering into any underwriting agreement with respect thereto, that the Issuer and the Company shall have received an undertaking reasonably satisfactory to them from the Holders of such Registrable Securities, severally (and not jointly, (a) will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling Holder, indemnify and hold harmless the Issuer, the Company, each the Initial Purchaser, all other Holders of its officers, employees, affiliates, directors, partners, members, attorneys and agents Registrable Securities and each underwriter (if any), and each other selling Holder and each other Person, if any, person who controls such Person any of the foregoing persons (within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the 1934 Act), against any losses, claims, judgments, damages or liabilitiesliabilities to which such persons may become subject, under the Securities Act or otherwise, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or allegedly alleged untrue statement of a material fact contained in any such Shelf Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus, any Free Writing Prospectus or summary prospectus contained in the Registration Statement, or any amendment Prospectus contained therein or supplement thereto, furnished or arise out of or are based upon any the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statement statements therein not misleading, if in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with information furnished in writing to the Issuer and the Company by such selling Holder expressly for use therein, or any untrue statement or alleged untrue statement of a material fact in the information conveyed and (b) to any purchaser at the time of the sale to reimburse (without duplication) 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 persons for any legal or other expenses reasonably incurred by any of them in connection with investigation investigating or defending any such loss, claim, damage, liability action or actionclaim as such expenses are incurred; provided, however, that the total amount to be indemnified by no such Holder pursuant shall be required to undertake liability to any person under this Section 10.2 shall be limited to 5.2 for any amounts in excess of the dollar amount of the net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually to be received by such Holder in from 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 sale 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 Holder's Registrable Securities pursuant to the Companysuch Shelf Registration.

Indemnification by the Holders. Each Holder severally (and not jointly) will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any if Registrable Securities held by such selling HolderHolder are included in the registration statement or Prospectus, severally and not jointly, indemnify and hold harmless the Company, each all other Holders or any prospective underwriter, as the case may be, and any of its officers, employees, affiliatestheir respective Affiliates, directors, partnersofficers, members, attorneys managers, general and agents limited partners and each underwriter Controlling Persons (if anycollectively, the “Company Indemnified Parties”), against all Claims and each other selling Holder and each other Person, if any, who controls such Person within the meaning of the Securities Act, against any losses, claims, judgments, damages or liabilities, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise expenses arising out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus, any Free Writing Prospectus or summary 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 to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling Holder expressly for use therein, or on: any untrue statement or alleged untrue statement of a material fact contained 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 Prospectus or Issuer Free Writing Prospectus or summary prospectus contained in the Registration Statement, (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 has furnished will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in writing connection with investigating and defending or settling any such Claim, in the case of the foregoing), to the Companyextent, information expressly for use in, and within a reasonable period of time prior but only to the effectiveness of extent that such Registration Statementuntrue statement or omission (or alleged omission) is made in such registration statement, any preliminary prospectusProspectus, final prospectus, any or Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by or summary prospectus 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. It is understood and agreed that the indemnification obligations of each Holder pursuant to any underwriting agreement entered into in connection with any Registration Statement pursuant to Section 2.1 shall be limited to the obligations contained in the Registration Statement, or any amendment or supplement thereto which corrected or made not misleading information previously provided to the Companythis Section 2.7.

Indemnification by the Holders. Each Holder severally (and not jointly) will, holding Registrable Securities which are included or are to be included in the event that any registration is being effected under the Securities Act pursuant statement filed in connection with a Piggyback Registration, as a condition to this Agreement of any including Registrable Securities held in such registration statement, shall, to the full extent permitted by such selling Holderlaw, indemnify and hold harmless the Company, each of its directors and officers, employees, affiliates, directors, partners, members, attorneys and agents and each underwriter (if any), and each other selling Holder and each other Person, if any, who controls such Person the Company within the meaning of the Securities Act, against any losses, claims, judgments, damages Losses to which the Company or liabilitiesany such director or officer or controlling Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, judgments, damages or liabilities Losses (or actions or proceedings, whether commenced or threatened, or settlement of any litigation, in respect thereof) arise out of or are based upon any untrue statement or allegedly alleged untrue statement of a any material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Actregistration statement, any preliminary prospectus, final prospectus, any Free Writing Prospectus prospectus or summary prospectus contained in the Registration Statementtherein, or any amendment or supplement thereto, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling Holder 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 or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and shall in conformity with written information prepared and furnished to the Company by or on behalf of such Holder in an instrument duly executed by or on behalf of such Holder specifically identified for use therein; and such Holder will reimburse the Company, its directors and officers, Company and each other selling holder or such director, officer and controlling Person for any legal or any other expenses reasonably incurred by any of them in connection with investigation investigating or defending any such loss, claim, damage, liability or actionLosses; provided, however, that the total amount obligation to indemnify will be indemnified by such individual (and not joint and several) to each Holder pursuant to this Section 10.2 shall and will be limited to the net amount of proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by such holder from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any other person asserting the right to be indemnified, and shall survive the transfer of Registrable Securities by such Holder. Each Holder shall also indemnify each other Person who participates (including as an underwriter) in the offering to which or sale of Registrable Securities, their officers and directors, employees, agents and partners, and each other Person, if any, who controls any such Registration Statement relates; provided, further, that a Holder shall not be liable in any case participating Person within the meaning of the Securities Act to the same 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 as provided above with respect to the Company.

Indemnification by the Holders. Each Holder of the Holders agrees, severally (and not jointly) will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling Holder, indemnify and hold harmless the Company, each of its officers, employees, affiliates, directors, partners, members, attorneys and agents and each underwriter (if any), and each other selling Holder and each other Person, if any, who controls such Person the Company within the meaning of Section 15 of the Securities ActAct or Section 20(a) of the Exchange Act and the respective officers, directors, partners, employees, representatives and agents of the Company or any such controlling Person, against any and all losses, liabilities, claims, judgmentsdamages and expenses whatsoever (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, damages preparing or liabilitiesdefending against any litigation, commenced or threatened, or any claim 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 Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, judgments, damages or liabilities expenses (or actions in respect thereof) arise out of or are based upon any untrue statement or allegedly alleged untrue statement of a material fact contained in any the Shelf Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus, any Free Writing Prospectus or summary prospectus contained in the Registration StatementProspectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling Holder 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 or necessary to make the statements therein, and shall reimburse in light of the Companycircumstances under which they were made, its directors and officersnot misleading in each case to the extent, 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 but only to the extent, that any such loss, liability, claim, damage, liability damage or actionexpense arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder expressly for use therein; provided, however, that in no case shall any Holder be liable or responsible for any amount in excess of the total dollar amount to be indemnified by such Holder pursuant to this Section 10.2 shall be limited to of the net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. This indemnity will be in the offering addition to any liability which such Registration Statement relates; providedany Holder may otherwise have, 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 Companyincluding under this Agreement.

Indemnification by the Holders. Each (a) Subject to the other provisions of this Article XII (including Section 12.3(f)), from and after the Closing, each Holder (each, in such capacity, a “Holder Indemnifying Party”) shall, severally (and not jointly) will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling Holderindemnify, indemnify defend and hold harmless the CompanyBuyer Parties, each of its the Buyer Parties’ Affiliates (including the Acquired Companies), and their respective directors, managers, officers, employees, affiliates, directors, partners, members, attorneys equityholders, employees, successors and agents (collectively, the “Buyer Indemnified Parties”) from, against and each underwriter in respect of any liabilities, losses (if anyincluding diminution in value), costs, damages, obligations and each out-of-pocket expenses (including court costs and reasonable attorneys’, accountants’ and other selling Holder experts’ fees and each other Personexpenses and expenses associated with investigating, if anypreparing for and participating in any litigation or proceeding, who controls such Person within the meaning including all appeals), interest, penalties, amounts paid in settlement, Taxes, fines, judgments or assessments (collectively, “Losses”) that arise out of, relate to or result from any of the Securities Act, against following described matters: (i) any losses, claims, judgments, damages inaccuracy in or liabilities, insofar as breach of the representations or warranties of such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or allegedly untrue statement of a material fact Holder contained in Article V or in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, certificate delivered hereunder; and (ii) any preliminary prospectus, final prospectus, any Free Writing Prospectus non-fulfillment or summary 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 to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling Holder 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 breach by such Holder pursuant to this Section 10.2 shall be limited to the net proceeds (after payment of any underwriting fees, discounts, commissions covenant or taxes) actually received by obligation of such Holder in this Agreement that by its terms is to be performed after the offering to which such Registration Statement relates; provided, further, that a Holder shall not be liable in any case Closing. (b) Subject to the extent that prior to other provisions of this Article XII, from and after 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 theretoClosing, each Holder has furnished in writing to shall, severally and not jointly, indemnify, defend and hold harmless the CompanyBuyer Indemnified Parties from, information expressly for use inagainst, and within a reasonable period in respect of time prior its Pro Rata Share of any Losses that arise out of, relate to or result from any of the effectiveness following described matters: (i) any inaccuracy in or breach of such Registration Statement, any preliminary prospectus, final prospectus, any Free Writing Prospectus the representations or summary prospectus warranties of the Acquired Companies contained in Article VI or in any certificate delivered hereunder; (ii) any nonfulfillment or breach by the Registration Statement, Agent of any covenant or obligation of the Agent under this Agreement that by its terms is to be performed after the Closing; (iii) any amendment Seller Taxes; (iv) the Settlement Agreement and any other or supplement further claims between the parties thereto which corrected involving the same or made not misleading information previously provided to the Company.similar matters; (v) Xxxxxxx Xxxx v.

Indemnification by the Holders. Each Holder severally (and not jointly) will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling Holder, jointly shall indemnify and hold harmless the CompanyBasic, each of its directors and officers, employees, affiliates, directors, partners, members, attorneys and agents and each underwriter (if any), and each other selling Holder and each other Personperson, if any, who controls such Person Basic within the meaning of Section 15 of the Securities Act, and each agent and any underwriter (within the meaning of the Securities Act, ) for Basic and the JetStar Stockholders’ Representative against any losses, claims, judgments, damages or liabilities, joint or several, to which Basic or any such director, officer, controlling person, agent or underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, judgments, damages or liabilities (or actions proceedings in respect thereof) arise out of or are based upon any untrue statement or allegedly alleged untrue statement of a any material fact contained in any the Shelf Registration Statement or any preliminary or final Prospectus included therein (including any free-writing prospectus filed under which the sale of such Registrable Securities was registered Rule 424 under the Securities Act, any preliminary prospectus, final prospectus, any Free Writing Prospectus or summary prospectus contained in the Registration Statement, Act or any amendment amendments or supplement supplements thereto, ) or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling Holder 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 or necessary to make the statements therein, in the case of any Prospectus, in light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Shelf Registration Statement, preliminary or final Prospectus, or 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 the Company, its directors and officers, and each other selling holder or controlling Person for any legal or other expenses reasonably incurred by Basic or any of them such director, officer, controlling person, agent, underwriter or the JetStar Stockholders’ Representative in connection with investigation investigating or defending any such loss, claim, damage, liability or action; provided, however, that the total amount indemnity agreement contained in this Section 9(b) shall not apply to be indemnified by amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of such Holder pursuant to this Section 10.2 (which consent shall not be unreasonably withheld, conditioned or delayed); provided, further, that the aggregate liability of each Holder hereunder shall be limited to an amount equal to the net proceeds (after payment of deducting any underwriting fees, discounts, or broker’s discounts or commissions or taxesbut before deducting expenses) actually received by such Holder in from the offering to which sale of Registrable Securities covered by 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 Shelf 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 and any Agents and Underwriters. The Issuer may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2(b) hereof that each Electing Holder agrees, as a consequence of the inclusion of any of such Electing Holder's Registrable Securities in such registration statement, 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) will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling Holder, indemnify and hold harmless the CompanyIssuer, each of its officers, employees, affiliates, directors, partners, members, attorneys and agents and each underwriter (if any)the Guarantor, and each all other selling Holder and each other Person, if any, who controls such Person within the meaning holders of the Securities ActRegistrable Securities, against any losses, claims, judgments, damages or liabilitiesliabilities to which the Issuer, the Guarantor or such other holders of Registrable Securities may become subject, under the Securities Act or otherwise, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or allegedly alleged untrue statement of a material fact contained in such registration statement or any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectuspreliminary, final prospectus, any Free Writing Prospectus or summary prospectus contained in the Registration Statementtherein, or any amendment or supplement thereto, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling Holder 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 or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Issuer by such Electing Holder, underwriter, selling agent or other securities professional expressly for use therein, and shall (ii) reimburse the Company, its directors Issuer and officers, and each other selling holder or controlling Person the Guarantor for any legal or other expenses reasonably incurred by any of them in connection with investigation investigating or defending any such loss, claim, damage, liability action or actionclaim as such expenses are incurred; provided, however, that no such Electing Holder shall be required to undertake xxxxxxxxx to any person under this Section 5(b) for any amounts in excess of the total dollar amount of the proceeds 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 Electing Holder in from 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 sale 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 Electing Holder's Registrable Securities pursuant to the Companysuch registration.

Indemnification by the Holders. Each Electing Holder agrees, as a consequence of the inclusion of any of such holder’s Registrable Securities in any Shelf Registration Statement, severally (and not jointly, to (i) will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling Holder, indemnify and hold harmless the Company, each of its officers, employees, affiliates, directors, partners, members, attorneys and agents officers who sign such Shelf Registration Statement and each underwriter (if any), and each other selling Holder and each other Personperson, if any, who controls such Person the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, claims, judgments, damages or liabilitiesliabilities to which the Company or such other persons may become subject, under the Securities Act or otherwise, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or allegedly alleged untrue statement of a material fact contained in any such Shelf Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus, any Free Writing Prospectus or summary prospectus contained in the Registration StatementProspectus, or any amendment or supplement thereto, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling Holder 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 thereintherein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and shall in conformity with written information relating to such holder furnished to the Company by or on behalf of such holder expressly for use therein and (ii) reimburse the Company, Company and its directors and officers, and each other selling holder or controlling Person officers who sign such Shelf Registration Statement for any reasonable legal or other expenses reasonably incurred by any of them the Company and such directors and officers in connection with investigation investigating or defending any such loss, claim, damage, liability action or action; provided, however, that the total amount to be indemnified by claim as 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 Companyexpenses are incurred.

Indemnification by the Holders. Each To the extent permitted by law, each Holder severally (and not jointly) will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any if Registrable Securities held by such selling HolderHolder are included in such Registration Statement, indemnify and hold harmless the Company, each of its officers, employees, affiliates, directors, partners, members, attorneys and agents and each underwriter (if any)its officers, and each other selling Holder and each other Person, if any, who controls such Person the Company within the meaning of the Securities Act, and any other Holder selling securities under such Registration Statement or any of such other Holder's partners, directors or officers, if any, who control such Holder, against any losses, claims, judgmentsdamages, damages liabilities or liabilitiesexpenses (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, judgmentsdamages, damages liabilities or liabilities expenses (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or allegedly alleged untrue statement of a material fact contained in any the Registration Statement under which for registration of the sale of such Registrable Securities was registered under the Securities ActSecurities, any preliminary prospectus, or final prospectus, any Free Writing Prospectus or summary prospectus contained in the Registration Statement, therein or any amendment amendments or supplement supplements thereto, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling Holder 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 thereintherein or necessary to make the statements therein not misleading, in each case to the extent (and shall reimburse only to the Companyextent) that such losses, its directors 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 or omission or alleged omission made therein in reliance upon and officers, and each other selling holder or controlling Person in conformity with written information furnished to the Company by such Holder expressly for any legal or other expenses reasonably incurred by any of them use in connection with investigation or defending any such loss, claim, damage, liability or actionregistration; provided, however, that the total amount to be indemnified by such Holder pursuant to in no event shall any indemnity under this Section 10.2 shall be limited to 2.9 exceed the net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually from the offering 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 CompanyHolder.