Common use of Indemnification by the Holders Clause in Contracts

Indemnification by the Holders. To the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in such Registration Statement, indemnify and hold harmless the Company, each of its directors, its officers, and each Person, if any, who controls 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, damages, liabilities or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, to which the Company or any such director, officer, controlling Person, or other such Holder, partner, director, or officer, if any, or controlling such other Holder may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for registration of the Registrable Securities, or final prospectus contained therein or any amendments or supplements thereto, or arise out of or are based upon the omission or alleged omission 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 (and only to the 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 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 such Holder expressly for use in connection with such registration.

Indemnification by the Holders. To Each selling holder of Registrable Securities agrees (severally and not jointly) to indemnify and hold harmless, to the full extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in such Registration Statement, indemnify and hold harmless the Company, each of its directors, its officers, directors and officers and each Person, if any, Person who controls the Company (within the meaning of the Securities Act and the Exchange Act, ) from 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, damages, liabilities or expenses (including but not limited to attorneys' fees and Losses resulting from any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, to which the Company or any such director, officer, controlling Person, or other such Holder, partner, director, or officer, if any, or controlling such other Holder may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained or any omission of a material fact that is provided by such selling holder and that is (i) required to be stated in the Registration Statement for registration of under which such Registrable Securities were registered under the Registrable SecuritiesSecurities Act (including any final, preliminary or final prospectus summary Prospectus contained therein or any amendments amendment thereof or supplements theretosupplement thereto or any documents incorporated by reference therein), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or (ii) necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading, in each case to the extent (and extent, but only to the 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 untrue statement or alleged untrue statement or omission or alleged omission made therein had been contained in reliance upon and in conformity with written any information furnished in writing by such selling holder 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 expressly 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 use inclusion in connection any Prospectus or Registration Statement. Each holder also shall indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with such registrationrespect to the indemnification of the Company.

Indemnification by the Holders. To the extent permitted by lawEach holder of Securities, each Holder will, if Registrable Securities held by such Holder are included in such Registration Statementor Exchange Securities, as applicable, severally and not jointly, will (i) indemnify and hold harmless the CompanyIssuer, each Guarantor and all other holders of its directors, its officers, and each Person, if any, who controls 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 HolderRegistrable Securities, against any losses, claims, damages, damages or liabilities or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, to which the Company Issuer, each Guarantor or any such director, officer, controlling Person, or other such Holder, partner, director, or officer, if any, or controlling such other Holder holders of Registrable Securities may become subject subject, under the Securities Act, the Exchange Act or other federal or state lawotherwise, insofar as such losses, claims, damages, damages or liabilities or expenses (or actions or proceedings in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for such registration of the Registrable Securitiesstatement, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Issuer to any amendments such holder, or supplements any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent (and extent, but only to the 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 untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with written information furnished to the Company Issuer by such Holder holder expressly for use therein, and (ii) reimburse the Issuer and each Guarantor for any legal or other expenses reasonably incurred by the Issuer and each Guarantor in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that no such holder shall be required to undertake liability to any person under this Section 6(b) for any amounts in excess of the dollar amount of the proceeds to be received by such holder from the sale of such holder’s Registrable Securities pursuant to such registration.

Indemnification by the Holders. To In the extent permitted by lawevent of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, each Holder will, if Registrable Securities held by such Holder are included in such Registration Statement, 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 directors, its officers, the Company and each other Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, and any other Holder selling securities under Act (each such Registration Statement or any of such other Holder's partners, directors or officers, if any, who control such Holderperson being sometimes referred to as a "COMPANY INDEMNIFIED PERSON"), against any losses, claims, damages, liabilities or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, Losses 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 Persons may become subject under the Securities Act, the Exchange Act or other federal or state lawotherwise, insofar as to the extent that such losses, claims, damages, liabilities or expenses Losses (or related actions or proceedings in respect thereofproceedings) arise out of or are based upon (A) any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement any registration statement in which Registrable Securities were included for registration of under the Registrable SecuritiesSecurities Act, or any preliminary prospectus or any final prospectus contained therein included in such registration statement (or any amendments amendment or supplements theretosupplement to such registration statement or prospectus), or arise out of or are based upon 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 therein, in light of the circumstances under which they were made, not misleading, in each case case, only to the extent (and only to the 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 untrue statement or alleged untrue statement or omission or alleged omission was made therein in such registration statement, preliminary prospectus, final prospectus, amendment or supplement in reliance upon and in 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 Holder expressly agrees to reimburse such Company Indemnified Person for use any legal or other expenses reasonably incurred by it in connection with investigating or defending any such registrationaction or claim as such expenses are incurred; provided, however, that (i) a Holder's aggregate liability under this Agreement shall be limited to an amount equal to the net proceeds (after deducting the underwriter's discount but before deducting expenses) received by such Holder from the sale of such Holder's Registrable Securities pursuant to such registration and (ii) the obligation to indemnify shall be several, not joint, among the Holders.

Indemnification by the Holders. To In connection with any registration statement in which either (A) a Holder is participating or (B) the 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 related Synthetic Secondary Transaction) and to the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in such Registration Statement, law agrees to indemnify and hold harmless the Company, each of its directors, its officers, officers and agents and each Person, if any, Person who controls the Company (within the meaning of the Securities Act, 1933 Act or the 0000 Xxx) the Company 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, damages, liabilities or and expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, to which the Company or any such director, officer, controlling Person, or other such Holder, partner, director, or officer, if any, or controlling such other Holder may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for registration of the Registrable Securities, or final prospectus contained therein or any amendments or supplements thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in the registration statement or prospectus or preliminary prospectus (in the case of the prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading, in each case to the extent (and extent, but only to the 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 untrue statement or alleged untrue statement or omission or alleged omission is made therein in reliance upon on and in conformity with the written information or signed affidavit with respect to such Holder so furnished to the Company in writing by such Holder expressly for use in connection the registration statement or prospectus; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Holders and the liability of each such Holder shall be in proportion to and limited to the net amount received by such Holder from the sale of Registrable Shares pursuant to such registration statement or Synthetic Secondary Transaction, as the case may be, in accordance with the terms of this Agreement. The Company and the Holders hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such registrationholders, the only information furnished or to be furnished to the Company for use in any registration statement or prospectus relating to the Registrable Shares (or Common Shares in the related Synthetic Secondary Transaction) or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (a) transactions or the relationship between such Holder and its Affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of Registrable Shares by such Holder and its Affiliates, (c) the name and address of such Holder (d) any additional information about such Holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document and (e) with respect to any Synthetic Secondary Transaction, the material terms of such transaction and related Share Purchase Agreement.

Indemnification by the Holders. To In the extent permitted by lawevent of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, each Holder willshall, if Registrable Securities held by such Holder are included in such Registration Statementseverally 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 directors, its officers, Xerox and each other Person, if any, who controls the Company Xerox within the meaning of the Securities Act, Act and any other Holder selling securities under the Exchange Act (each such Registration Statement or any of such other Holder's partners, directors or officers, if any, who control such HolderPerson being sometimes referred to as a “Company Indemnified Person”), against any losses, claims, damages, liabilities or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, Losses to which the Company Xerox or any such director, officer, controlling Person, or other such Holder, partner, director, or officer, if any, or controlling such other Holder Persons may become subject under the Securities Act, the Exchange Act or other federal or state lawotherwise, insofar as to the extent that such losses, claims, damages, liabilities or expenses Losses (or related actions or proceedings in respect thereofproceedings) arise out of or are based upon (A) any untrue statement or alleged untrue statement of a any material fact contained in the any Registration Statement in which Registrable Securities were included for registration of under the Registrable SecuritiesSecurities Act, or final prospectus contained therein any preliminary Prospectus or any amendments final Prospectus included in such Registration Statement (or supplements theretoany amendment or supplement to such Registration Statement or Prospectus), or arise out of or are based upon 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 therein, (in the case of the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made) not misleading, in each case case, only to the extent (and only to the 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 untrue statement or alleged untrue statement or omission or alleged omission was made therein in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to Xerox by such Holder, or on such Holder’s behalf, specifically for inclusion, respectively, in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; provided, however, that a Holder’s aggregate liability under this Agreement shall be limited to an amount equal to the Company net proceeds (after deducting the underwriter’s discount and expenses) received by such Holder expressly for use in connection with from the sale of such Holder’s Registrable Securities pursuant to such registration.

Indemnification by the Holders. To Each Holder of Registrable Securities as to which the Shelf Registration Statement is being effected shall, severally and not jointly, indemnify and hold harmless (in the same manner and to the same extent as set forth in paragraph (a) of this Section 4.1), to the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in such Registration Statement, indemnify and hold harmless the Company, each of its employees, officers, directors, its fiduciaries and shareholders (and the employees, officers, directors, fiduciaries and shareholders and general and limited partners thereof) and each other Person (including any such Person's employees, officers, directors, fiduciaries, shareholders and general and limited partners), if any, who controls controlling the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and any all other Holder selling securities under such Registration Statement or any of such other Holder's partnersprospective sellers and their employees, directors or officers, if anydirectors, who control fiduciaries, shareholders and respective controlling Persons (including any such HolderPerson's employees, officers, directors, fiduciaries, shareholders and general and limited partners), against any losses, claims, damages, liabilities or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever Claims and Damages actually 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 by each such director, officer, controlling Person, or other such Holder, partner, director, or officer, if any, or controlling such other Holder may become subject indemnified party under the Securities Act, the Exchange Act or other federal or state lawotherwise, insofar as such losses, claims, damages, liabilities Claims or expenses (or actions or proceedings in respect thereof) Damages arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for registration of the Registrable Securities, or final prospectus contained therein or any amendments or supplements thereto, or arise out of or are based upon the omission or alleged omission 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 (and only to the 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 untrue statement or alleged untrue statement or omission or alleged omission made therein Violation which occurs in reliance upon and in conformity with written information furnished in writing to the Company or its representatives by or on behalf of such Holder expressly stating that such information is for use in connection with any registration statement, preliminary, final or summary prospectus or amendment or supplement or document incorporated by reference into any of the foregoing; PROVIDED, HOWEVER, that the aggregate amount which any such registrationHolder shall be required to pay pursuant to this Article IV shall be limited to the amount of the net proceeds received by such Holder from the sale of Registrable Securities pursuant to the registration statement giving rise to such Claim. The Company and the Stockholder hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by any Holder to the contrary, for all purposes of this Agreement, the only information furnished or to be furnished to the Company for use in any such registration statement, preliminary, final or summary prospectus or amendment or supplement thereto are statements specifically relating to (A) the beneficial ownership of Common Shares by such Holder, (B) the name and address of such Holder and (C) any information included in any notice provided pursuant to the first sentence of Section 3.1(a) (including, without limitation, the proposed plan of underwriting described therein). 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 such securities by such Holder.

Indemnification by the Holders. To the extent permitted by lawEach Person that is a Holder that is a signatory to this Agreement or that is a Notice Holder, each Holder willseverally and not jointly, if Registrable Securities held by such Holder are included in such Registration Statementwill indemnify, indemnify defend and hold harmless the Company, each of its directors, its officers, Company Indemnified Person from and each against (and will reimburse such Company Indemnified Person, if anyas incurred, who controls the Company within the meaning of the Securities Actfor) any Losses that, and any other Holder selling securities under such Registration Statement jointly or any of such other Holder's partners, directors or officers, if any, who control such Holder, against any losses, claims, damages, liabilities or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, to which the such Company or any such director, officer, controlling Person, or other such Holder, partner, director, or officer, if any, or controlling such other Holder Indemnified Person may become subject incur under the Securities Act, the Exchange Act Act, the common law or other federal or state lawotherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) Losses arise out of or are based upon on (i) any untrue statement Material Disclosure Defect or alleged untrue statement Material Disclosure Defect in any Registration Statement Document, which Material Disclosure Defect or alleged Material Disclosure Defect is included therein in conformity with the Holder Information of such Holder; and (ii) any sale by such Holder, pursuant to the General Resale Registration Statement, of Registrable Securities either (x) during a material fact contained 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 successor thereto)), except, in the Registration Statement for registration case 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 similar rule; provided, however, that in no event will the liability of any Holder pursuant to this Section 14(b) exceed a dollar amount equal to the proceeds received by such Holder (less any related discounts, or commissions) from the sale of the Registrable Securities, or final prospectus contained therein or any amendments or supplements thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case Securities giving rise to the extent (and only to the 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 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 such Holder expressly for use in connection with such registrationrelated indemnification obligation under this Section 14(b).

Indemnification by the Holders. To Each Holder will severally, and not jointly, in proportion to the extent permitted respective number of shares included by law, each Holder willsuch Holder, if Registrable Securities held by such Holder are included in the securities as to which such Registration Statementregistration, qualification or compliance is being effected, notwithstanding any termination of this Agreement, indemnify and hold harmless the Company, and each of its officers, directors, its officersagents, and each Personinvestment advisors, if any, who controls 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 officersmembers and employees to the fullest extent permitted by applicable law, if any, who control such Holder, from and against any losses, claims, damages, liabilities or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigatingLosses, preparing or defending against any litigationas incurred, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, to which the Company or any such director, officer, controlling Person, or other such Holder, partner, director, or officer, if any, or controlling such other Holder may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise arising out of or are based upon relating to any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement for registration Statement, any Prospectus or any form of the Registrable Securitiesprospectus or in any amendment or supplement thereto or in any preliminary prospectus, or final prospectus contained therein or any amendments or supplements thereto, or arise arising out of or are based upon the relating to any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein (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, in each case to the extent (and but only to the extent, that (1) that such losses, claims, damages, liabilities untrue statements or expenses (or actions or proceedings in respect thereof) arise out of or omissions are based solely upon any information regarding such untrue statement or alleged untrue statement or omission or alleged omission made therein Holder furnished in reliance upon and in conformity with written information furnished writing to the Company by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in connection with writing by such registrationHolder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for this purpose) or (2) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of an Advice or an amended or supplemented Prospectus, but only if and to the extent that following the receipt of the Advice or the amended or supplemented Prospectus the misstatement or omission giving rise to such Loss would have been corrected. Notwithstanding anything in this Agreement to the contrary, the liability of the Holder pursuant to this Section 5 shall not exceed the dollar amount of the proceeds received by such Holder upon the sale of Registrable Securities giving rise to such liability.

Indemnification by the Holders. To Each Electing Holder agrees, as a consequence of the extent permitted by law, each Holder will, if inclusion of any of such holder’s Registrable Securities held by such Holder are included in such any Registration Statement, severally and not jointly, to (i) indemnify and hold harmless the Company, each of its directors, its officers, officers who sign such Registration Statement and each Personperson, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, 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, damages, damages or liabilities or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, to which the Company or any such director, officer, controlling Person, or other such Holder, partner, director, or officer, if any, or controlling such other Holder persons may become subject subject, under the Securities Act, the Exchange Act or other federal or state lawotherwise, insofar as such losses, claims, damages, damages or liabilities or expenses (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged an untrue statement of a material fact contained in the such Registration Statement for registration of the Registrable Securitiesor Prospectus, or final prospectus contained therein any amendment or any amendments or supplements supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent (and extent, but only to the 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 untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by or on behalf of such Holder holder and stated to be expressly for use therein, provided, however, the foregoing indemnity agreement shall not inure to the Indemnified Person who was notified of the inaccurate material information or omission prior to such use of Prospectus and (ii) reimburse the Company and its directors and its officers who sign such Registration Statement for any legal or other expenses reasonably incurred by the Company and such directors and officers in connection with investigating or defending any such registration.action or claim as such expenses are incurred. For the purposes of this subsection (b), the Company may rely on written information furnished to the Company by an Indemnified Person via electronic mail if such electronic mail is followed within five (5) days thereof by a written instrument meeting the requirements set forth in the foregoing sentence. The liability of each Electing Holder shall be in proportion to and limited to the net amount received by such Electing Holder from the sale of Registrable Securities pursuant to such Registration Statement

Indemnification by the Holders. To In the extent permitted by lawevent of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, each Holder willshall, if Registrable Securities held by such Holder are included in such Registration Statementseverally 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 directors, its officers, the Company and each other Person, if any, who controls the Company within the meaning of the Securities Act, Act and any other Holder selling securities under the Exchange Act (each such Registration Statement or any of such other Holder's partners, directors or officers, if any, who control such HolderPerson being sometimes referred to as a "Company Indemnified Person"), against any losses, claims, damages, liabilities or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, Losses 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 Persons may become subject under the Securities Act, the Exchange Act or other federal or state lawotherwise, insofar as to the extent that such losses, claims, damages, liabilities or expenses Losses (or related actions or proceedings in respect thereofproceedings) arise out of or are based upon (A) any untrue statement or alleged untrue statement of a any material fact contained in the any Registration Statement in which Registrable Securities were included for registration of under the Registrable SecuritiesSecurities Act, or final prospectus contained therein any preliminary Prospectus or any amendments final Prospectus included in such Registration Statement (or supplements theretoany amendment or supplement to such Registration Statement or Prospectus), or arise out of or are based upon 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 therein, (in the case of the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made) not misleading, in each case case, only to the extent (and only to the 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 untrue statement or alleged untrue statement or omission or alleged omission was made therein in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement in reliance upon and in 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 Holder expressly agrees to reimburse such Company Indemnified Person for use any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that a Holder's aggregate liability under this Agreement shall be limited to an amount equal to the net proceeds (after deducting the underwriter's discount and expenses) received by such Holder from the sale of such Holder's Registrable Securities pursuant to such registration.

Indemnification by the Holders. To the extent permitted by lawThe Company may require, each Holder will, if as a condition to including any Registrable Securities held by 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 Holder are included in such Registration StatementRegistrable Securities, severally and not jointly, to (i) indemnify and hold harmless the Company, each and all other holders of its directors, its officers, and each Person, if any, who controls 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 HolderRegistrable Securities, against any losses, claims, damages, damages or liabilities or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, to which the Company or any such director, officer, controlling PersonCompany, or other such Holder, partner, director, or officer, if any, or controlling such other Holder holders of Registrable Securities may become subject subject, under the Securities Act, the Exchange Act or other federal or state lawotherwise, insofar as such losses, claims, damages, damages or liabilities or expenses (or actions or proceedings in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for such registration of the Registrable Securitiesstatement, or any preliminary, final or summary prospectus contained therein or furnished by the Company to any amendments such Electing Holder, or supplements any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent (and extent, but only to the 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 untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with written information furnished to the Company by such Electing Holder expressly for use therein, and (ii) reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that no such Electing Holder shall be required to undertake liability to any person under this Section 5(b) for any amounts in excess of the dollar amount of the proceeds to be received by such Electing Holder from the sale of such Electing Holder’s Registrable Securities pursuant to such registration.

Indemnification by the Holders. To Each Holder agrees to indemnify and ------------------------------ hold harmless, to the full extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in such Registration Statement, indemnify and hold harmless the Company, each of its directors, its officers, employees and agents and each Person, if any, who controls the Company within the meaning Controlling Person of the Securities ActCompany, from 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, damages, liabilities or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, Damages 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 of them may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as otherwise to the extent such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) Damages arise out of or are based upon any Violation, in each case to the extent that such Violation occurs as a result of (i) any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement for registration of the Registrable Securities(including any related preliminary or final Prospectus), or final prospectus contained therein or any amendments or supplements thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, in each case if and to the extent (and only to the extent) that such losses, claims, damages, liabilities statement or expenses (or actions or proceedings in respect thereof) arise omission arose out of or are was based upon any information regarding such untrue statement Holder or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information its plan of distribution which was furnished to the Company by such Holder expressly for use therein, or (ii) the failure by such Holder to deliver or cause to be delivered to any purchaser of the shares covered by the Registration Statement the Prospectus contained in connection with the Registration Statement (as amended or supplemented, if applicable) furnished by the Company to such Holder. Notwithstanding the foregoing, (A) in no event will a Holder have any obligation under this Section 7(b) for amounts the Company pays in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld) and (B) the total amount for which a Holder shall be liable under this Section 7(b) shall not in any event exceed the aggregate net proceeds received by such Holder from the sale of the Holder's Registrable Securities in such registration. The obligations of the Holders under this Section 7(b) shall survive the completion of any offering of Registrable Securities pursuant to a Registration Statement under this Agreement or otherwise and shall survive the termination of this Agreement.

Indemnification by the Holders. To In connection with the Shelf ------------------------------ Registration Statement in which a Holder 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 will indemnify, to the fullest extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in such Registration Statement, indemnify and hold harmless the Company, each of its directors, its directors and officers, agents and employees, each Person, if any, person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and any other Holder selling securities under such Registration Statement the directors, officers, agents or any employees of such other Holder's partnerscontrolling persons, directors or officers, if any, who control such Holder, from and against any losses, claims, damages, liabilities or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, to which the Company or any such director, officer, controlling Person, or other such Holder, partner, director, or officer, if any, or controlling such other Holder may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise Losses arising out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement for registration of the Registrable SecuritiesStatement, Prospectus or final preliminary prospectus contained therein or any amendments or supplements thereto, or arise arising out of or are based upon the any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent (and extent, but only to the 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 untrue statement or alleged untrue statement or omission or alleged omission made therein is contained in reliance upon and any information so furnished in conformity with written information furnished writing by such Holder to the Company by such Holder expressly for use in connection with the Shelf Registration Statement or Prospectus and was relied upon by the Company in the preparation of the Shelf Registration Statement, Prospectus or preliminary prospectus. In no event will the liability of any selling Holder hereunder be greater in amount than the dollar amount of the proceeds (net of payment of all expenses) received by such registrationHolder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by the Holders. To the extent permitted by law, each Each Holder will, if Registrable Securities held by such Holder are included in such Registration Statement, shall indemnify and hold harmless the Company, each of its directors, each of its officersofficers who has signed a Registration Statement, legal counsel and accountants for the Company, each Person, person (if any, ) who controls the Company within the meaning of the Securities Act, 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 Holderunderwriter (as defined in the Act) for the Company, against any losses, claims, damages, liabilities or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, Losses 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 indemnified person may become subject under the Securities Act, the Exchange Act or other federal any rule or state law, insofar as regulation thereunder or otherwise to the extent that such losses, claims, damages, liabilities or expenses Losses (or actions or proceedings in respect thereofrelated actions) arise out of or (i) are based upon caused solely by any untrue statement or alleged untrue statement of a any material fact contained in any preliminary prospectus (if used prior to the effective date of the Registration Statement for registration of the Registrable SecuritiesStatement), or final contained, on the effective date thereof, in any Registration Statement of which such Holder's Registrable Securities were the subject, the prospectus contained therein therein, any amendment or any amendments or supplements 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 therein or necessary to make the statements therein not misleading, in each case to the extent (and extent, but only to the 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 untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with written information furnished to the Company by such Holder Holder, in writing, expressly for use inclusion in connection with any of the foregoing documents; provided, however, that the aggregate liability of any Holder shall not be greater than the net proceeds received by such registrationHolder upon the sale of the Registrable Securities giving rise to such indemnification obligation. This indemnity shall not apply to amounts paid in settlement of any such Loss or related action if such settlement is effected without the consent of the subject Holder.

Indemnification by the Holders. To In the extent permitted by lawevent of any registration of any securities of the Company under the 1933 Act, each Holder will, if Registrable Securities held by such Holder are included in such Registration Statement, and hereby does agree to indemnify and hold harmless the Company, each of its directors, its directors and officers, each other 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 underwriter 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, 1933 Act against any losses, claims, damagesdamages or liabilities, liabilities joint or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severallyseveral, to which the Company or any such director, officer, controlling Person, director or other such Holder, partner, director, officer or officer, if any, underwriter or controlling such other Holder person may become subject under the Securities Act, the Exchange 1933 Act or other federal or state lawotherwise, insofar as such losses, claims, damages, damages or liabilities or expenses (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise directly out of or are based upon of: (i) any untrue statement or alleged untrue statement of a any material fact contained in any registration statement under which such securities were registered under the Registration Statement for registration of the Registrable Securities1933 Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or final prospectus contained therein any amendment or any amendments or supplements supplement thereto, or arise out of or are based upon the (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and each Holder will reimburse the Company and each such director, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in each case to the extent (and only to the extent) that such losses, claims, damages, liabilities connection with investigating or expenses (or actions or proceedings in respect thereof) arise out of or are based upon defending any such untrue loss, claim, liability, action or proceeding, if such statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such Holder expressly of Registrable Securities specifically stating that it is for use in connection with the preparation of such registrationregistration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. Any such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such Holder.

Indemnification by the Holders. To Each Holder agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in such Registration Statement, indemnify and hold harmless the Company, each of its directors, its officers, employees, shareholders and each Person, if any, person who controls 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, 0000 Xxx) against any losses, claims, damages, liabilities or expenses and expense (including but not limited to attorneys' fees and reasonable attorney fees) resulting from any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, to which the Company or any such director, officer, controlling Person, or other such Holder, partner, director, or officer, if any, or controlling such other Holder may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for registration of the Registrable Securities, or final prospectus contained therein or any amendments or supplements thereto, or arise out omission of or are based upon the omission or alleged omission to state therein 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 statements therein not misleading, in each case to the extent, but only to the extent (and only that such untrue statement or omission is contained in any information furnished in writing by such Holder to the extent) Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto, provided, however, that such lossesHolder will not be liable in any such case if and to the extent that any such loss, claimsclaim, damages, liabilities damage or expenses (or actions or proceedings in respect thereof) arise liability arises out of or are is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission so made therein in reliance upon and in conformity with written information furnished by Company to the Company by such Holder expressly for use in writing in connection with such registrationRegistration Statement, Prospectus or Blue Sky Application or any amendment or supplement thereto. 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 otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by the Holders. To Each selling Holder agrees (severally and not jointly) to indemnify and hold harmless, to the fullest extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in such Registration Statement, indemnify and hold harmless the Company, each of its directors, its officers, directors and officers and each Person, if any, Person who controls the Company (within the meaning of the Securities Act or the Exchange Act, ) from 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, damages, liabilities or expenses Losses resulting from (including but not limited to attorneys' fees and i) any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, to which the Company or any such director, officer, controlling Person, or other such Holder, partner, director, or officer, if any, or controlling such other Holder may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact in any registration statement under which such Registrable Securities were registered or sold under the Securities Act, any final, preliminary or summary prospectus contained in the Registration Statement for registration therein, any Free Writing Prospectus, or any amendment or supplement to any of the Registrable Securities, foregoing or final prospectus contained any documents incorporated by reference therein or (ii) any amendments or supplements thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (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 (and extent, but only to the 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 untrue statement or alleged untrue statement or omission or alleged omission made therein is contained in reliance upon and in conformity with written any information furnished in writing by such selling Holder to the Company specifically for inclusion in such registration statement, final, preliminary or summary prospectus contained therein, or any Free Writing Prospectus, or any amendment or supplement to any of the foregoing, and has not been corrected in 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 hereunder be greater in amount than the dollar amount of the net proceeds received by such Holder expressly 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 by such Persons specifically for use inclusion in connection with such registrationany prospectus or registration statement.

Indemnification by the Holders. To Each of the extent permitted by law, each Holder Holders will, if Registrable Securities held by such Holder it are included in the securities as to which such Registration StatementStatement is being effected, severally and not jointly, indemnify and hold harmless the Company, each of its directors, its directors and officers, and each Person, if any, Person who controls "controls" 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, damages, liabilities or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, to which the Company or any such director, officer, controlling Person, or other such Holder, partner, director, or officer, if any, or controlling such other Holder may become subject SEC Rule 405 under the Securities Act, Section 15 of the Securities Act or Section 20 of the Exchange Act or Act, and each other federal or state lawHolder, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise against all Claims arising out of or are based upon on (i) any untrue statement actual or alleged untrue statement of a material fact contained in the Registration Statement for registration of the Registrable Securitiesfact, or final prospectus contained therein or any amendments or supplements thereto, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary in order to make the statements statement included or incorporated therein not misleading, contained in each case the Registration Statement, prospectus, or other offering document based solely upon written information furnished to the extent 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 losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise out of or are based upon any such untrue statement (or alleged untrue statement statement) or omission (or alleged omission omission) is made therein in the Registration Statement, prospectus, offering memorandum or other document in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder expressly and stated to be specifically for use in connection with therein; provided, however, that, to the extent permitted by law, the several obligations of each of the Holders hereunder shall be limited to an amount equal to the net proceeds received by such registrationHolder from the sale of the Registrable Securities pursuant to the Registration Statement.

Indemnification by the Holders. To the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included selling shares in such a Registration Statement, agrees to indemnify and hold harmless the Company, each of its directors, its officers, officers and agents and each Person, if any, Person who controls the Company (within the meaning of the Securities Act or the Exchange 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) the Company, against any losses, claims, damages, liabilities or and expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, to which the Company or any such director, officer, controlling Person, or other such Holder, partner, director, or officer, if any, or controlling such other Holder may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for registration of the Registrable Securities, or final prospectus contained therein or any amendments or supplements thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein 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, in each case to the extent (and extent, but only to the 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 untrue statement or alleged untrue statement or omission or alleged omission is made therein in reliance upon on and in conformity with written the information or affidavit with respect to such Holder so furnished to the Company in writing by such Holder expressly for use in connection the registration statement or prospectus; provided, that the obligation to indemnify shall be several, not joint and several, among such Holders and the liability of each such Holder shall be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such registration statement in accordance with the terms of this Agreement. The indemnity agreement contained in this Section 3.04(b) shall not apply to amounts paid in settlement of any such registrationloss, claim, damage, liability, action or proceeding 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, 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 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 and its Affiliates, (ii) the name and address of such Holder and (iii) 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.

Indemnification by the Holders. To Each of the extent permitted by law, each Holder Holders will, if Registrable Securities held by such Holder it are included in the securities as to which such Registration StatementStatement is being effected, indemnify and hold harmless the Company, each of its directors, its directors and officers, and each Person, if any, Person who controls “controls” 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, damages, liabilities or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, to which the Company or any such director, officer, controlling Person, or other such Holder, partner, director, or officer, if any, or controlling such other Holder may become subject SEC Rule 405 under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise against all Claims arising out of or are based upon on any untrue statement actual or alleged untrue statement of a material fact contained in the Registration Statement for registration of the Registrable Securitiesfact, or final prospectus contained therein or any amendments or supplements thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements statement included or incorporated therein not misleading, contained in the Registration Statement, prospectus, or other offering document made by or on behalf of such Holder, and will reimburse the Company, 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 each case to the extent (and extent, but only to the 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 untrue statement (or alleged untrue statement statement) or omission (or alleged omission omission) is made therein in the Registration Statement, prospectus or other document in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder expressly and stated to be specifically for use therein; provided, however, that the indemnity obligations of each of the Holders hereunder shall be limited to an amount equal to the net proceeds received by such Holder from the sale of the Registrable Securities pursuant to the Registration Statement; and provided, further, that the only information that a Holder will be required to furnish to the Company for use in connection any Registration Statement or prospectus relating to the Registrable Securities, or in any amendment, supplement or preliminary materials associated therewith will be statements specifically relating to (a) the beneficial ownership of Company securities by such Holder and its affiliates and (b) the name and address of such Holder. In no event shall a Holder be jointly liable with such registrationany other Holder as a result of its indemnification obligations.

Indemnification by the Holders. To the extent permitted by lawEach Person that is a Holder that is a signatory to this Agreement or that is a Notice Holder, each Holder willseverally and not jointly, if Registrable Securities held by such Holder are included in such Registration Statementwill indemnify, indemnify defend and hold harmless the Company, each of its directors, its officers, Issuer Indemnified Person from and each against (and will reimburse such Issuer Indemnified Person, if anyas incurred, who controls the Company within the meaning of the Securities Actfor) any Losses that, and any other Holder selling securities under such Registration Statement jointly or any of such other Holder's partners, directors or officers, if any, who control such Holder, against any losses, claims, damages, liabilities or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, to which the Company or any such director, officer, controlling Person, or other such Holder, partner, director, or officer, if any, or controlling such other Holder Issuer Indemnified Person may become subject incur under the Securities Act, the Exchange Act Act, the common law or other federal or state lawotherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) Losses arise out of or are based upon on (i) any untrue statement Material Disclosure Defect or alleged untrue statement Material Disclosure Defect in any Registration Statement Document, which Material Disclosure Defect or alleged Material Disclosure Defect is included therein in conformity with the Holder Information of such Holder; and (ii) any sale by such Holder, pursuant to the General Resale Registration Statement, of Registrable Underlying Securities either (x) during a material fact contained 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 successor thereto)), except, in the Registration Statement for registration case 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 similar rule; provided, however, that in no event will the liability of any Holder pursuant to this Section 9(b) exceed a dollar amount equal to the proceeds received by such Holder (less any related discounts, commissions, transfer taxes, fees or other expenses) from the sale of the Registrable Securities, or final prospectus contained therein or any amendments or supplements thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case Underlying Securities giving rise to the extent (and only to the 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 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 such Holder expressly for use in connection with such registrationrelated indemnification obligation under this Section 9(b).

Indemnification by the Holders. To Each Holder shall: (a) Furnish in writing all information to the extent permitted by law, each Holder will, if Company concerning itself and its holdings of securities of the Company as shall be required in connection with the preparation and filing of any registration statement covering any Registrable Securities held by such Holder are included in such Registration Statement, indemnify Securities; and (b) Indemnify and hold harmless the Company, each of its directors, each of its officersofficers who has signed any registration statement covering any Registrable Securities, and each Personperson, if any, who controls the Company within the meaning of the Securities Act, 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 Holderunderwriter (as defined in the Securities Act) for the Company, against any losses, claims, damages, damages or liabilities or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, to which the Company or any such director, officer, controlling Person, person or other such Holder, partner, director, or officer, if any, or controlling such other Holder underwriter may become subject under the Securities Act, the Exchange Act or other federal or state lawotherwise, insofar as such losses, claims, damages, damages or liabilities or expenses (or actions or proceedings in respect thereof) arise out of or are based upon caused by any untrue statement or alleged untrue statement of a any material fact contained in any registration statement under which Registrable Securities were registered under the Registration Statement for registration of Securities Act, the Registrable Securitiesprospectus contained therein, or final prospectus contained therein any amendment or any amendments or supplements supplement thereto, or arise arising out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, ; in each case to the extent (and extent, but only to the 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 untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with written information furnished in writing to the Company by such Holder expressly for use inclusion in any of the foregoing documents, and each Holder shall reimburse the Company and any such underwriter, officer, director or controlling person for any legal or other expenses reasonably incurred by the Company or any such director, officer or controlling person in connection with investigating or defending any such registrationloss, claim, damage, liability or action. Each Holder’s liability under this Section 2.5 shall be limited to an amount equal to the net proceeds (after deducting any applicable underwriting discount and expenses associated with the Registrable Securities sold thereunder) received by such Holder from the sale of Registrable Securities by such Holder. The remedies provided in this Section 2.5 are not exclusive and shall not limit any rights or remedies which may otherwise be available to the Company at law or in equity.

Indemnification by the Holders. To 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, to indemnify, to the full extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in such Registration Statement, indemnify and hold harmless the Company, each of its directors, its officers, agents and employees, each Person, if any, Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and any other Holder selling securities under such Registration Statement the directors, officers, agents or any employees of such other Holder's partnerscontrolling persons, directors or officers, if any, who control such Holder, from and against any losses, claims, damages, liabilities or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, to which the Company or any such director, officer, controlling Person, or other such Holder, partner, director, or officer, if any, or controlling such other Holder may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise Losses arising out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for any registration of the Registrable Securitiesstatement, prospectus (including free-writing prospectuses), or final prospectus contained therein or any amendments or supplements theretoform of prospectus, or arise arising out of or are based upon the any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent (and extent, but only to the 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 untrue statement or alleged untrue statement is contained in, or such omission or alleged omission made therein 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 reliance upon and in conformity with written information furnished writing to the Company by such Holder holder solely in its capacity as a holder of Registrable Securities, expressly for use in connection with such registrationregistration statement or prospectus and (iii) that such statement or omission was relied upon by the Company in preparation of such registration statement, prospectus or form of prospectus; provided, however, that such holder of Registrable Securities shall not be liable in any such case to the extent that the holder has furnished in writing to the Company within a reasonable period of time prior to the filing of any such registration statement or prospectus or amendment or supplement thereto information expressly for use in such registration statement or prospectus or any amendment or supplement thereto which corrected or made not misleading, information previously furnished to the Company, and the Company failed to include such information therein. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds (net of payment of all expenses) received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party.

Indemnification by the Holders. To Each Holder agrees to indemnify and hold harmless, to the full extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in such Registration Statement, indemnify and hold harmless the Company, each of its directors, its officers, employees and agents and each Person, if any, who controls the Company within the meaning Controlling Person of the Securities ActCompany, from 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, damages, liabilities or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, Damages 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 of them may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as otherwise to the extent such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) Damages arise out of or are based upon any Violation, in each case to the extent that such Violation occurs as a result of (i) any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement for registration of the Registrable Securities(including any related preliminary or final Prospectus), or final prospectus contained therein or any amendments or supplements thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not therein, in light of the circumstances under which they were made, no misleading, in each case if and to the extent (and only to the extent) that such losses, claims, damages, liabilities statement or expenses (or actions or proceedings in respect thereof) arise omission arose out of or are was based upon any information regarding such untrue statement Holder or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information its plan of distribution which was furnished to the Company by such Holder expressly for use therein, or (ii) the failure by such Holder to deliver or cause to be delivered to any purchaser of the shares covered by the Registration Statement the Prospectus contained in connection with the Registration Statement (as amended or supplemented, if applicable) furnished by the Company to such Holder. Notwithstanding the foregoing, (A) in no event will a Holder have any obligation under this Section 5(b) for amounts the Company pays in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld) and (B) the total amount for which a Holder shall be liable under this Section 5(b) shall not in any event exceed the aggregate net proceeds received by such Holder from the sale of the Holder's Registrable Securities in such registration. The obligations of the Holders under this Section 5(b) shall survive the completion of any offering of Registrable Securities pursuant to a Registration Statement under this Agreement or otherwise and shall survive the termination of this Agreement.

Indemnification by the Holders. To Each selling Holder of Registrable Securities agrees (severally and not jointly) to indemnify and hold harmless, to the full extent permitted by law, the Company, its directors, officers and partners, and each Person who controls the Company (within the meaning of the Securities Act and the Exchange Act), and each other selling Holder willof Registrable Securities, if their respective officers, directors and partners, and each Person who controls (within the meaning of the Securities Act or the Exchange Act) such Person, from and against any Losses resulting from (i) any untrue or allegedly untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement under which such Registrable Securities held were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission had been contained in any information furnished in writing by such selling Holder are included to the Company expressly for inclusion in such Registration Statement, and (ii) any misstatement in or omission from any representation or warranty, or any breach of covenant or agreement, in each case made or deemed made by such Holder in any underwriting or similar agreement entered by into by such Holder in connection with the particular registration. Each Holder also shall indemnify any underwriters of the Registrable Securities, their officers, directors and hold harmless the Company, each of its directors, its officerspartners, and each Person, if any, Person who controls the Company such underwriters (within the meaning of the Securities Act, and any other Holder selling securities under such Registration Statement or any ) to the same extent as provided above with respect to the indemnification of such other Holder's partners, directors or officers, if any, who control such Holder, against any losses, claims, damages, liabilities or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement the Company. The liability of any claim or litigation), severally, to which Holder for indemnification under this Section 2.7 in its capacity as a seller of Registrable Securities shall not exceed 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 lesser of (i) that proportion of the Securities Act, the Exchange Act or other federal or state law, insofar as total of such losses, claims, damages, expenses or liabilities or expenses indemnified against equal to the proportion of the total securities sold under such registration statement held by such Investor, and (or actions or proceedings ii) the amount equal to the net proceeds to such Holder of the securities sold in respect thereof) arise out of or are based upon any such registration; provided that no selling holder shall be required to indemnify any Person against any Losses arising from any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for registration of the Registrable Securitiesin, or final prospectus contained therein or any amendments or supplements thereto, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein from, a preliminary Prospectus (or necessary to make the statements therein not misleading) that has been corrected in the form of Prospectus included in the Registration Statement at the time it becomes effective, in each case or any amendment or supplement thereto filed with the SEC pursuant to Rule 424(b) under the Securities Act prior to the extent (and only time of sale of Registrable Securities that gives rise to the 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 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 such Holder expressly for use in connection with such registration.such

Indemnification by the Holders. To the extent permitted by law, each Each Holder will, if Registrable Securities held by such Holder are included in such Registration Statement, severally and not jointly shall indemnify and hold harmless the CompanyFirst Avenue, each of its directors, its directors and officers, and each Personperson, if any, who controls First Avenue within the Company meaning of Section 15 of the 1933 Act, and each agent and any underwriter (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, 0000 Xxx) for First Avenue against any losses, claims, damagesdamages or liabilities, liabilities joint or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severallyseveral, to which the Company First Avenue or any such director, officer, controlling Personperson, agent or other such Holder, partner, director, or officer, if any, or controlling such other Holder underwriter may become subject under the Securities Act, the Exchange 1933 Act or other federal or state lawotherwise, insofar as such losses, claims, damages, damages or liabilities or expenses (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement for registration of the Registrable Securities, statement or any preliminary or final prospectus contained included therein (including any free-writing prospectus filed under Rule 424 under the 1933 Act or any amendments or supplements thereto, ) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in the case of any prospectus, in light of the circumstances under which they were made, not misleading, in each case to the extent (and extent, but only to the 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 untrue statement or alleged untrue statement or omission or alleged omission was made therein in the registration statement, preliminary or final prospectus, or amendments or supplements thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder expressly for use in connection with such registration; and each such Holder shall reimburse any legal or other expenses reasonably incurred by First Avenue or any such director, officer, controlling person, agent or underwriter in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this Section 9(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of such Holder; provided, further, that the aggregate liability of each Holder hereunder shall be limited to an amount equal to the net proceeds (after deducting any underwriting or broker’s discounts or commissions but before deducting expenses) received by such Holder from the sale of Registrable Stock covered by such registration statement.

Indemnification by the Holders. To the extent permitted by lawIn 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 will, if Registrable Securities held 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 are included in not materially misleading or necessary to cause such Registration Statement, Statement not to omit a material fact with respect to such Holder necessary in order to make the statements therein not misleading. Each Holder agrees to indemnify and hold harmless the Company, each of its partners, directors, its officers, Affiliates, any underwriter retained by the Company and each Person, if any, Person who controls the Company or such underwriter (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, ) from 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, damages, liabilities or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, to which the Company or any such director, officer, controlling Person, or other such Holder, partner, director, or officer, if any, or controlling such other Holder may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise Liabilities arising out of or are based upon any untrue statement untrue, or alleged untrue allegedly untrue, statement of a material fact contained in any Registration Statement, prospectus or preliminary prospectus (as amended or supplemented if the Registration Statement for registration of the Registrable Securities, or final prospectus contained therein or Company shall have furnished any amendments or supplements thereto, ) or arise arising out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading (or in the case of any prospectus, in each case to light of the extent (circumstances such statements were made), but if and only to the extent) extent that such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise Liability arises out of or are is based upon any such untrue statement or alleged omission or alleged untrue statement or omission contained in such Registration Statement, preliminary prospectus or alleged omission made therein final prospectus in reliance upon and in conformity with written information concerning such Holder furnished to the Company in writing by such Holder expressly for use therein, provided, however, that the total amount to be indemnified by each Holder pursuant to this SECTION 2.11(b) shall be limited to such Holders’ pro rata portion of the net proceeds (after deducting the underwriters’ discounts and commissions) received by such Holder in connection with such registrationthe offering to which the Registration Statement or prospectus relates.

Indemnification by the Holders. To the extent permitted by lawand any Agents and Underwriters. The Issuers may require, each Holder will, if as a condition to including any Registrable Securities held by in any registration statement filed pursuant to Section 2(b) hereof and to entering into any underwriting agreement or similar agreement with respect thereto, that the Issuers shall have received an undertaking reasonably satisfactory to them from the Electing Holder of such Holder are Registrable Securities included in a Shelf Registration Statement and from each underwriter or agent named in any such Registration Statementunderwriting agreement or similar agreement, severally and not jointly, to (i) indemnify and hold harmless the Company, each Issuers and all other holders of its directors, its officers, and each Person, if any, who controls 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 HolderRegistrable Securities, against any losses, claims, damages, damages or liabilities or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, to which the Company Issuers or any such director, officer, controlling Person, or other such Holder, partner, director, or officer, if any, or controlling such other Holder holders of Registrable Securities may become subject subject, under the Securities Act, the Exchange Act or other federal or state lawotherwise, insofar as such losses, claims, damages, damages or liabilities or expenses (or actions or proceedings in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for such registration of the Registrable Securitiesstatement, or any preliminary, final or summary prospectus contained therein or furnished by the Issuers to any amendments such Electing Holder, agent or supplements underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent (and extent, but only to the 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 untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with written information furnished to the Company Issuers by such Electing Holder or underwriter expressly for use therein, and (ii) reimburse the Issuers for any legal or other expenses reasonably incurred by the Issuers in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that no such Electing Holder shall be required to undertake liability to any person under this Section 6(b) for any amounts in excess of the dollar amount of the proceeds to be received by such Electing Holder from the sale of such Electing Holder's Registrable Securities pursuant to such registration.

Indemnification by the Holders. To the extent permitted by lawEach Holder, each Holder willseverally and not jointly, if Registrable Securities held by such Holder are included in such Registration Statement, shall indemnify and hold harmless the Company, each of its directors, its officers, directors and employees and each Personperson, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from 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 and all losses, claims, damages, liabilities or and expenses whatsoever as incurred (including including, but not limited to 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), severallyjoint or several, to which the Company they or any such director, officer, controlling Person, or other such Holder, partner, director, or officer, if any, or controlling such other Holder of them may become subject under the Securities Act, the Exchange Act or other federal or state lawotherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings action in respect thereof) arise out of of, or are based upon upon: (i) any untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement for registration of the Registrable Securities, or final prospectus contained therein or any amendments amendment thereto or supplements thereto, any related preliminary prospectus or arise out the Prospectus or any amendment thereto of or are based upon supplement thereof; or (ii) the omission or alleged omission to state therein a in the Shelf Registration Statement or any amendment thereto or any related preliminary prospectus or the Prospectus or any amendment thereto of supplement thereof any material fact required to be stated therein or necessary to make the statements therein (in the case of any related preliminary prospectus or the Prospectus, in light of the circumstances under which they were made) not misleading, in each case to the extent (and extent, but only to the extent) , that any such lossesloss, claimsclaim, damagesdamage, liabilities liability or expenses (or actions or proceedings in respect thereof) arise expense arises out of or are is based upon any 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 pertaining to such Holder and furnished to the Company by or on behalf of such Holder expressly for use therein. The foregoing indemnity agreement is in connection with such registrationaddition to any liability that any Holder may otherwise have to any indemnified party.

Indemnification by the Holders. To the extent permitted by lawEach Holder of Registrable Securities, each Holder willseverally and not jointly, if which Registrable Securities held by such Holder are included in such Registration Statementa registration pursuant to the provisions of this Agreement, will indemnify and hold harmless the Company, each of its directors, its officers, and each Personperson, if any, who controls the Company within the meaning of the Securities Act, each officer of the Company who signs the Registration Statement including such Registrable Securities, each director of the Company, each underwriter and any other Holder selling securities under person who controls the underwriter and each of their successors from and against, and will reimburse the Company and such Registration Statement officer, director, underwriter or controlling person with respect to, any of such other Holder's partnersand all claims, directors or officersactions, if anydemands, who control such Holder, against any losses, claims, damages, liabilities liabilities, costs or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, to which the Company or any such director, officer, controlling Person, or other such Holder, partner, director, or officer, if any, underwriter or controlling such other Holder person may become subject under the Securities Act, the Exchange Act or other federal or state lawotherwise, insofar as such claims, actions, demands, losses, claims, damages, liabilities liabilities, costs or expenses (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the such Registration Statement for registration of the Registrable SecuritiesStatement, or final any prospectus contained therein or any amendments amendment or supplements supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they are made, not misleading, ; provided that such Holder will be liable in each any such case to the extent (and extent, but only to the extent) , that any such lossesclaim, claimsaction, damagesdemand, liabilities loss, damage, liability, cost or expenses (or actions or proceedings in respect thereof) arise expense arises out of or are is based upon any such untrue statement or alleged an untrue statement or omission or alleged omission made therein in reliance upon and in strict conformity with written information furnished to the Company by such Holder expressly specifically for use in connection with the preparation thereof. The liability of each Holder under this Section shall be limited to the proportion of any such registrationclaim, action, demand, loss, damage, liability, cost or expense which is equal to the proportion that the public offering price of the Registrable Securities sold by such Holder under such registration statement bears to the total offering price of all securities sold thereunder, but not, in any event, to exceed the proceeds received by such Holder from the sale of Registrable Securities covered by such Registration Statement. This indemnity shall survive the transfer of such securities by such Holder and the underwriter.

Indemnification by the Holders. To the extent permitted by lawEach Holder, each Holder willseverally and not jointly, if Registrable Securities held by such Holder are included in such Registration Statementwill indemnify, indemnify defend and hold harmless the Company, each of its directors, its officers, Company Indemnified Person from and each against (and will reimburse such Company Indemnified Person, if anyas incurred, who controls the Company within the meaning of the Securities Actfor) any Losses that, and any other Holder selling securities under such Registration Statement jointly or any of such other Holder's partners, directors or officers, if any, who control such Holder, against any losses, claims, damages, liabilities or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, to which the such Company or any such director, officer, controlling Person, or other such Holder, partner, director, or officer, if any, or controlling such other Holder Indemnified Person may become subject incur under the Securities Act, the Exchange Act Act, the common law or other federal or state lawotherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) Losses arise out of or are based upon on (i) any untrue statement sale by such Holder, pursuant to the Resale Registration Statement, of Registrable Securities either (x) during a Blackout Period in breach of such 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 successor thereto)), except, in the case 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 similar rule; or (ii) any Material Disclosure Defect or alleged untrue statement of a material fact contained Material Disclosure Defect in the any Resale Registration Statement for registration Document, which Material Disclosure Defect or alleged Material Disclosure Defect is included therein in conformity with the Holder Information of such Holder; provided, however, that in no event will the liability of any Holder pursuant to this Section 9(b) exceed a dollar amount equal to the proceeds received by such Holder (less any related discounts, commissions, transfer taxes, fees or other expenses) from the sale of the Registrable Securities, or final prospectus contained therein or any amendments or supplements thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case Securities giving rise to the extent (and only related indemnification obligation under this Section 9(b). Notwithstanding anything to the extentcontrary in this Section 9(b), nothing in this Section 9(b) that will impose any obligation on any Initial Purchaser acting in its capacity as such losses, 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 in conformity with written information furnished to the Company by such Holder expressly for use in connection with such registrationthe offering of the Initial Notes.

Indemnification by the Holders. To Each selling holder of Registrable Securities agrees (severally and not jointly) to indemnify and hold harmless, to the full extent permitted by law, the Issuer, its directors, officers and partners, and each Holder willPerson who controls the Issuer (within the meaning of the Securities Act and the Exchange Act), if and each other selling holder of Registrable Securities, their respective officers, directors and partners, and each Person who controls (within the meaning of the Securities Act or the Exchange Act) such Person, from and against any Losses resulting from any untrue or allegedly untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement under which such Registrable Securities held were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission had been contained in any information furnished in writing by such Holder are included selling holder to the Issuer expressly for 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 Indemnified Party. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the net proceeds received by such holder under the sale of the Registrable Securities giving rise to such indemnification obligation. Each holder also shall indemnify any underwriters of the Registrable Securities, indemnify their officers, directors and hold harmless the Company, each of its directors, its officerspartners, and each Person, if any, Person who controls the Company such underwriters (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, damages, liabilities or expenses (including but not limited ) to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, the same extent as provided above with respect to which the Company or any such director, officer, controlling Person, or other such Holder, partner, director, or officer, if any, or controlling such other Holder may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for registration indemnification of the Registrable Securities, or final prospectus contained therein or any amendments or supplements thereto, or arise out of or are based upon the omission or alleged omission 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 (and only to the 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 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 such Holder expressly for use in connection with such registrationIssuer.

Indemnification by the Holders. To the extent permitted by lawEach Holder, each Holder willseverally and not jointly with any other Holder, if Registrable Securities held by such Holder are included in such Registration Statement, shall indemnify and hold harmless the CompanyHecla, each of its directors, its managers, officers, affiliates and employees, each Person, if any, who Person that controls the Company Hecla (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and any other Holder selling securities under such Registration Statement or any the directors, managers, officers, affiliates and employees of such other Holder's partnerscontrolling Person (collectively, directors or officers, if any, who control such Holder, against any losses, claims, damages, liabilities or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigationthe “Hecla Indemnified Parties”), severallyto 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 Company or any such director, officer, controlling Person, or other such Holder, partner, director, or officer, if any, or controlling such other Holder Hecla Indemnified Parties may become subject under the Securities Act, the Exchange Act or other federal or state lawotherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise arising solely out of or are based solely upon any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement for registration of the Registrable SecuritiesStatement, any Prospectus, or final prospectus contained therein any form of prospectus, or in any amendments amendment or supplements supplement thereto, or arise arising solely out of or are based solely upon the any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, in each case to the extent (and extent, but only to the 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 untrue statement or alleged untrue statement or omission or alleged omission made therein is contained in reliance upon and any information so furnished in conformity with written information furnished to the Company 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 Hecla information expressly for use in connection with such registrationin, and within a reasonable period of time prior to the effectiveness of, the Registration Statement or any amendments or supplements thereto which corrected or made not misleading information previously provided to Hecla.

Indemnification by the Holders. To the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in such Registration Statement, indemnify and hold harmless the Company, each of its directors, its officers, and each Person, if any, who controls 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, damages, liabilities or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, to which the Company or any such director, officer, controlling Person, or other such Holder, partner, director, or officer, if any, or controlling such other Holder may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for registration of the Registrable Securities, or final prospectus contained therein or any amendments or supplements thereto, or arise out of or are based upon the omission or alleged omission 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 (and only to the 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 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 such Holder expressly for use in connection with such registration; provided that the liability of each Holder under this Section 2.10(b) shall be limited to the amount received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by the Holders. To 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 extent permitted by lawinclusion of any of such Electing Holder's Registrable Securities in such registration statement, and each Holder willunderwriter, selling agent or other securities professional, if any, which facilitates the disposition of such Registrable Securities held by shall agree, as a consequence of facilitating such Holder are included in such Registration Statementdisposition of Registrable Securities, severally and not jointly, to (i) indemnify and hold harmless the CompanyIssuer, each of its directors, its officersthe Guarantor, and each Person, if any, who controls the Company within the meaning all other holders 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 HolderRegistrable Securities, against any losses, claims, damages, damages or liabilities or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, to which the Company Issuer, the Guarantor or any such director, officer, controlling Person, or other such Holder, partner, director, or officer, if any, or controlling such other Holder holders of Registrable Securities may become subject subject, under the Securities Act, the Exchange Act or other federal or state lawotherwise, insofar as such losses, claims, damages, damages or liabilities or expenses (or actions or proceedings in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for such registration of the Registrable Securitiesstatement or any preliminary, final or summary prospectus contained therein, or final prospectus contained therein any amendment or any amendments or supplements supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent (and extent, but only to the 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 untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with written information furnished to the Company Issuer by such Holder Electing Holder, underwriter, selling agent or other securities professional expressly for use therein, and (ii) reimburse the Issuer and the Guarantor for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that no such Electing Holder shall be required to undertake liability to any person under this Section 5(b) for any amounts in excess of the dollar amount of the proceeds to be received by such Electing Holder from the sale of such Electing Holder's Registrable Securities pursuant to such registration.

Indemnification by the Holders. To Each Holder agrees to indemnify and ------------------------------ hold harmless, to the full extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in such Registration Statement, indemnify and hold harmless the Company, each of its directors, its officers, employees and agents and each Person, if any, who controls the Company within the meaning Controlling Person of the Securities ActCompany, from 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, damages, liabilities or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, Damages 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 of them may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as otherwise to the extent such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) Damages arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement for registration of the Registrable Securities(including any related preliminary or final Prospectus), or final prospectus contained therein or any amendments or supplements thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, in each case if and to the extent (and only to the extent) that such losses, claims, damages, liabilities statement or expenses (or actions or proceedings in respect thereof) arise omission arose out of or are was based upon any information regarding such untrue statement Holder or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information its plan of distribution which was furnished to the Company by such Holder expressly for use therein, or (ii) the failure by such Holder to deliver or cause to be delivered to any purchaser of the shares covered by the Registration Statement the Prospectus contained in connection with the Registration Statement (as amended or supplemented, if applicable) furnished by the Company to such Holder. Notwithstanding the foregoing, (A) in no event will a Holder have any obligation under this Section 5(b) for amounts the Company pays in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld) and (B) the total amount for which a Holder shall be liable under this Section 5(b) shall not in any event exceed the aggregate proceeds received by such Holder from the sale of the Holder's Registrable Securities in such registration. The obligations of the Holders under this Section 5(b) shall survive the completion of any offering of Registrable Securities pursuant to a Registration Statement under this Agreement or otherwise and shall survive the termination of this Agreement.

Indemnification by the Holders. To the extent permitted by lawEach Electing Holder agrees, each Holder willseverally and not jointly, if Registrable Securities held by such Holder are included in such Registration Statement, to (i) indemnify and hold harmless the Company, each Company and all other holders of its directors, its officers, and each Person, if any, who controls 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 HolderRegistrable Securities, against any losses, claims, damages, damages or liabilities or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, to which the Company or any such director, officer, controlling Person, or other such Holder, partner, director, or officer, if any, or controlling such other Holder holders of Registrable Securities may become subject subject, under the Securities Act, the Exchange Act or other federal or state lawotherwise, insofar as such losses, claims, damages, damages or liabilities or expenses (or actions or proceedings in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for such registration of the Registrable Securitiesstatement, or any preliminary, final or free writing prospectus contained therein or furnished by the Company to any amendments such Electing Holder, or supplements any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent (and extent, but only to the 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 untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with written information furnished to the Company by such Electing Holder expressly for use therein, and (ii) reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that no such Electing Holder shall be required to undertake liability to any person under this Section 6(b) for any amounts in excess of the dollar amount of the proceeds to be received by such Electing Holder from the sale of such Electing Holders Registrable Securities pursuant to such registration.

Indemnification by the Holders. To the extent permitted by lawEach holder of Registrable Securities, each Holder willseverally and not jointly, if Registrable Securities held by such Holder are included in such Registration Statement, will (i) indemnify and hold harmless the CompanyIssuers, each the Guarantors and all other holders of its directors, its officers, and each Person, if any, who controls 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 HolderRegistrable Securities, against any losses, claims, damages, damages or liabilities or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, to which the Company Issuers, the Guarantors or any such director, officer, controlling Person, or other such Holder, partner, director, or officer, if any, or controlling such other Holder holders of Registrable Securities may become subject subject, under the Securities Act, the Exchange Act or other federal or state lawotherwise, insofar as such losses, claims, damages, damages or liabilities or expenses (or actions or proceedings in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for such registration of the Registrable Securitiesstatement, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Issuers to any amendments such Electing Holder, or supplements any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent (and extent, but only to the 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 untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with written information furnished to the Company Issuers by such Electing Holder expressly for use therein, and (ii) reimburse the Issuers and the Guarantors for any legal or other expenses reasonably incurred by the Issuers and the Guarantors in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that no such Electing Holder shall be required to undertake liability to any person under this Section 6(b) for any amounts in excess of the dollar amount of the proceeds to be received by such Electing Holder from the sale of such Electing Holder’s Registrable Securities pursuant to such registration.

Indemnification by the Holders. To 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 extent permitted by lawinclusion of any of such Electing Xxxxxx's Registrable Securities in such registration statement, and each Holder willunderwriter, selling agent or other securities professional, if any, which facilitates the disposition of such Registrable Securities held by shall agree, as a consequence of facilitating such Holder are included in such Registration Statementdisposition of Registrable Securities, severally and not jointly, to (i) indemnify and hold harmless the CompanyIssuer, each of its directors, its officersthe Guarantor, and each Person, if any, who controls the Company within the meaning all other holders 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 HolderRegistrable Securities, against any losses, claims, damages, damages or liabilities or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, to which the Company Issuer, the Guarantor or any such director, officer, controlling Person, or other such Holder, partner, director, or officer, if any, or controlling such other Holder holders of Registrable Securities may become subject subject, under the Securities Act, the Exchange Act or other federal or state lawotherwise, insofar as such losses, claims, damages, damages or liabilities or expenses (or actions or proceedings in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for such registration of the Registrable Securitiesstatement or any preliminary, final or summary prospectus contained therein, or final prospectus contained therein any amendment or any amendments or supplements supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent (and extent, but only to the 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 untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with written information furnished to the Company Issuer by such Holder Electing Holder, underwriter, selling agent or other securities professional expressly for use therein, and (ii) reimburse the Issuer and the Guarantor for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that no such Electing Holder shall be required to undertake liability to any person under this Section 5(b) for any amounts in excess of the dollar amount of the proceeds to be received by such Electing Holder from the sale of such Electing Holder's Registrable Securities pursuant to such registration.

Indemnification by the Holders. To the extent permitted by law, each Each Holder will, if Registrable Securities held by such Holder are included in such Registration Statement, agrees to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 4(a)) the Company, each member of its directorsthe Board, its officerseach officer, employee and agent of the Company and each Personother person, if any, who controls any of the Company foregoing 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, damages, liabilities or expenses with respect to (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, to which the Company or any such director, officer, controlling Person, or other such Holder, partner, director, or officer, if any, or controlling such other Holder may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereofi)(A) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for registration of under which such Registrable Securities were registered and sold under the Registrable Securities, or final prospectus contained therein Securities Act or any amendments or supplements thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (B) untrue statement or alleged untrue statement of a material fact contained in any Prospectus, or any amendment or supplement thereto or any omission or alleged omission to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case to the extent (and extent, but only to the 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 untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with written information about such Holder furnished to the Company by such Holder expressly specifically for use inclusion in connection such Registration Statement, Prospectus, amendment or supplement and has not been corrected in a subsequent Registration Statement, any Prospectus contained therein, or any amendment or supplement thereto prior to or concurrently with the sale of the Registrable Securities to the person asserting the claim and (ii) any disposition, pursuant to a Shelf Registration Statement, of Registrable Securities by a Holder during a Suspension Period; provided, however, that Holder shall not be liable for any amounts in excess of the net proceeds received by such registrationHolder from sales of Registrable Securities pursuant to the registration statement to which the claims relate, and provided, further, that the obligations of the Holders shall be several and not joint. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any indemnified party and shall survive the transfer of such securities by the Company.

Indemnification by the Holders. To the extent permitted by law, each Each Holder severally (and not jointly) will, if in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such Holder are included in such Registration Statementselling Holder, indemnify and hold harmless the Company, each of its officers, employees, affiliates, directors, its officerspartners, members, attorneys and agents and each underwriter (if any), and each other selling Holder and each other Person, if any, who controls the Company such Person 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, damagesjudgments, liabilities damages or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, to which the Company or any such director, officer, controlling Person, or other such Holder, partner, director, or officer, if any, or controlling such other Holder may become subject under the Securities Act, the Exchange Act or other federal or state lawliabilities, insofar as such losses, claims, damagesjudgments, damages or liabilities or expenses (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged 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 for registration of the Registrable SecuritiesStatement, or final prospectus contained therein any amendment or any amendments or supplements 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 therein, and shall reimburse the Company, its directors and officers, and each other selling holder or necessary 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 make be indemnified by such Holder pursuant to this Section 10.2 shall be limited to the statements therein 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 misleading, be liable in each any case to the extent (and only that prior to the extent) that such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise out filing of or are based upon any such untrue statement Registration Statement, any preliminary prospectus, final prospectus, any Free Writing Prospectus or alleged untrue statement summary prospectus contained in the Registration Statement, or omission any amendment or alleged omission made therein supplement thereto, each Holder has furnished in reliance upon and in conformity with written information furnished writing to the Company by such Holder 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 connection with such registrationthe Registration Statement, or any amendment or supplement thereto which corrected or made not misleading information previously provided to the Company.

Indemnification by the Holders. To the extent permitted by law, each Holder willshall, if Registrable Securities held by such Holder are included in the securities as to which such Registration Statementregistration, 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 employees, advisors, agents and directors, each of its officersofficers who has signed the registration statement, and each Person, if any, who controls Controls the Company within the meaning of the Securities Act, 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 Holderunderwriter, against any losses, claims, damagesdamages or liabilities (joint or several; or actions, liabilities proceedings or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred settlements 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, respect thereof) to which the Company or any such director, officer, controlling Personlegal counsel, or other such Holder, partner, director, or officer, if any, or controlling such other Holder Controlling Person underwriter may become subject under the Securities Act, the Exchange Act or other United States federal or state law, insofar as such losses, claims, damages, damages or liabilities or expenses (or actions actions, proceedings or proceedings settlements in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for registration of the Registrable Securitiesfollowing statements, omissions or final prospectus contained therein or any amendments or supplements thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingViolation, in each case to the extent (and only to the extent) that such lossesstatement, 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 Violation occurs in the Company’s reasonable reliance upon and in conformity with written information furnished to the Company by such Holder Holder, or their respective partners, officers, directors, employees, advisors, agents, underwriters or Controlling Persons expressly for use in connection with such registration: (a) untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or 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 any legal or other expenses reasonably incurred by the Company or any such employee, advisor, agent, director, officer, controlling Person or underwriter in connection with investigating or defending any such loss, claim, damage, liability, action or proceeding; provided, however, that the indemnity agreement contained in this Section 3.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such Holder, which consent shall not be unreasonably withheld; and provided, further, that except for liability for fraud or willful misrepresentation, in no event shall any indemnity under this Section 3.2 exceed the net proceeds received by such Holder in such registration. For the avoidance of doubt, the obligations of the Holders under this Section 3.2 are several but not joint.

Indemnification by the Holders. To the extent permitted by lawThe Company may require, each Holder will, if as a condition to including any Registrable Securities held by 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 Holder are included in such Registration StatementRegistrable Securities, severally and not jointly, to (i) indemnify and hold harmless the Company, each of its directors, its officersthe Guarantors, and each Person, if any, who controls the Company within the meaning all other holders 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 HolderRegistrable Securities, against any losses, claims, damages, damages or liabilities or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, to which the Company Company, the Guarantors or any such director, officer, controlling Person, or other such Holder, partner, director, or officer, if any, or controlling such other Holder holders of Registrable Securities may become subject subject, under the Securities Act, the Exchange Act or other federal or state lawotherwise, insofar as such losses, claims, damages, damages or liabilities or expenses (or actions or proceedings in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for such registration of the Registrable Securitiesstatement, or any preliminary, final or summary prospectus contained therein or furnished by the Company to any amendments such Electing Holder, or supplements any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent (and extent, but only to the 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 untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with written information furnished to the Company by such Electing Holder expressly for use therein, and (ii) reimburse the Company and the Guarantors for any legal or other expenses reasonably incurred by the Company and the Guarantors in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that no such Electing Holder shall be required to undertake liability to any person under this Section 6(b) for any amounts in excess of the dollar amount of the proceeds to be received by such Electing Holder from the sale of such Electing Holder’s Registrable Securities pursuant to such registration.

Indemnification by the Holders. To the extent permitted by lawIn connection with any Registration Statement in which a Holder is participating, each Holder will, if Registrable Securities held by such Holder are included in such Registration Statement, will indemnify and hold harmless the Company, each its directors and officers, employees, agents and any Person who is or might be deemed to be a controlling person of the Company or any of its directors, its officers, and each Person, if any, who controls the Company subsidiaries within the meaning of Section 15 of the Securities Act, and any other Holder selling securities under such Registration Statement Act or any Section 20 of such other Holder's partners, directors or officers, if any, who control such Holder, the Exchange Act against any losses, claims, damages, liabilities or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, Losses to which the Company such Holder or any such director, officer, controlling Person, or other such Holder, partner, director, director or officer, if any, any such underwriter or controlling such other Holder person may become subject under the Securities Act, the Exchange Act Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or other federal or state lawotherwise, insofar as such losses, claims, damages, liabilities or expenses Losses (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for registration of the Registrable SecuritiesStatement, prospectus, preliminary prospectus or free writing prospectus, or final prospectus contained therein any amendment thereof or any amendments or supplements supplement thereto, or arise out of in any application or are based upon the (ii) any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case but only to the extent that such untrue statement or omission is made in such Registration Statement, any such prospectus, preliminary prospectus or free writing prospectus, or any amendment or supplement thereto, or in any application, in reliance upon and in conformity with the Selling Holder Information (and only to the extent) that except insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) Losses arise out of or are based upon any such untrue statement or omission or alleged untrue statement or omission or alleged omission made therein in reliance based upon and in conformity with written information relating to any underwriter furnished to the Company in writing by such Holder underwriter expressly for use in such Registration Statement), and such Holder will reimburse the Company and each such director, officer, underwriter and controlling Person for any legal or any other expenses actually and reasonably incurred by them in connection with investigating, defending or settling any such registrationloss, claim, liability, action or proceeding; provided, however, that the obligations of such Holder hereunder shall not apply to amounts paid in settlement of any such Losses (or 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.

Indemnification by the Holders. To Each of the extent permitted by lawHolders agrees, each Holder willseverally but not jointly, if Registrable Securities held by such Holder are included in such Registration Statement, to indemnify and hold harmless the Company, Company and each of its Affiliates, directors, its officersemployees, members, managers and agents and each Person, if any, Person who controls the Company within the meaning of either the Securities Act or the Exchange Act, to the fullest extent permitted by applicable Law, from and against any other Holder selling securities under such Registration Statement and all Losses to which they or any of such other Holder's partners, directors or officers, if any, who control such Holder, against any losses, claims, damages, liabilities or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, to which the Company or any such director, officer, controlling Person, or other such Holder, partner, director, or officer, if any, or controlling such other Holder them may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) Losses arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the a Registration Statement for registration of the Registrable Securitiesas originally filed or in any amendment thereof, or final prospectus contained therein in the Disclosure Package or any amendments Holder Free Writing Prospectus, preliminary, final or supplements summary Prospectus included in any such Registration Statement, or in any amendment thereof or supplement thereto, or arise out of or are based upon the 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 to the extent (and extent, but only to the 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 untrue statement or alleged untrue statement or omission or alleged omission made therein is contained in reliance upon and in conformity with any written information furnished to the Company by or on behalf of such Holder specifically for inclusion therein; provided, however, that the total amount to be indemnified by any Holder pursuant to this Section 5(b) shall be limited to the net proceeds (after deducting underwriters’ discounts and commissions) received by such Holder in the offering to which such Registration Statement or Prospectus relates; provided further that no Holder shall be liable in any case to the extent that prior to the filing of any such Registration Statement or Disclosure Package, or any amendment thereof or supplement thereto, it has furnished in writing to the Company, information expressly for use in, and within a reasonable period of time prior to the effectiveness of such Registration Statement or Disclosure Package, or any amendment thereof or supplement thereto which corrected or made not misleading information previously provided to the Company. This indemnity agreement will be in connection with such registrationaddition to any liability which the Holders may otherwise have.

Indemnification by the Holders. To Each holder of Registrable Securities which are included or are to be included in any registration statement filed in connection with a Shelf Registration Statement or a Piggyback Registration, as a condition to including Registrable Securities in such registration statement, shall, to the full extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in such Registration Statement, indemnify and hold harmless the Company, each of its directors, its directors and officers, and each other Person, if any, who controls 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, damages, liabilities or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, Losses to which the Company or any such director, officer, controlling Person, director or other such Holder, partner, director, or officer, if any, officer or controlling such other Holder Person may become subject under the Securities Act, the Exchange Act or other federal or state lawotherwise, insofar as such losses, claims, damages, liabilities or expenses Losses (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement for any such registration of the Registrable Securitiesstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or final prospectus contained therein any amendment or any amendments or supplements supplement thereto, or arise out of or are based upon 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 the case of a prospectus, in the light of the circumstances under which they were made) not misleading, in each case to the extent (and only to the extent) that such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise out of or are based upon any if such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with written information furnished or confirmed in writing to the Company Company; provided, however, that in no event shall any indemnity provided by a Holder under this Section 6(b) exceed the net proceeds from the offering received by such Holder expressly for use Holder. Such indemnity shall remain in connection with full force and effect regardless of any investigation made by or on behalf of the Company or any such registrationdirector, officer, member, partner or controlling Person and shall survive the transfer of such securities by such holder to a Permitted Successor.

Indemnification by the Holders. To the extent permitted by law, each Each Holder will, if of Registrable Securities held by such Holder are included in such Registration Statement, severally (and not jointly) agrees to indemnify and hold harmless the Company, each of its directors, its officers, Company and each Person, if any, Person who controls the Company within the meaning of either the Securities Act or the Exchange Act, each Affiliate of the Company, and all directors, officers, employees, members, managers and agents of the foregoing Persons, to the fullest extent permitted by applicable law, from and against any other Holder selling securities under such Registration Statement and all Losses to which they or any of such other Holder's partners, directors or officers, if any, who control such Holder, against any losses, claims, damages, liabilities or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, to which the Company or any such director, officer, controlling Person, or other such Holder, partner, director, or officer, if any, or controlling such other Holder them may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) Losses arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the a Registration Statement for registration of the Registrable Securitiesas originally filed or in any amendment thereof, or final prospectus contained therein in the Disclosure Package or any amendments Free Writing Prospectus, preliminary, final or supplements summary Prospectus included in any such Registration Statement, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission 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 (and extent, but only to the 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 untrue statement or alleged untrue statement or omission or alleged omission made therein is contained in reliance upon and in conformity with any written information relating to such Holder furnished to the Company by or on behalf of such Holder specifically for inclusion therein; provided, however, that the total amount to be indemnified by such Holder pursuant to this Section 10(b) shall be limited to the net proceeds (after deducting underwriters’ discounts and commissions) received by such Holder in the offering to which such Registration Statement or Prospectus relates; and provided, further, that a Holder shall not be liable in any case to the extent that prior to the filing of any such Registration Statement, Disclosure Package, Prospectus, or Free Writing Prospectus or any amendment thereof or supplement thereto, each Holder has furnished in writing to the Company, information expressly for use in, and within a reasonable period of time prior to the effectiveness of such Registration Statement or use of such Disclosure Package, Prospectus, or Free Writing Prospectus or any amendment thereof or supplement thereto which corrected or made not misleading information previously provided to the Company. This indemnity obligation will be in connection with addition to any liability which any such registrationHolder may otherwise have.

Indemnification by the Holders. To In connection with any registration statement in which a Holder is participating, 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 and to the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in such Registration Statement, law agrees to indemnify and hold harmless the Company, each of its directors, its officers, officers and agents and each Person, if any, Person who controls the Company (within the meaning of the Securities Act, 1933 Act or the 0000 Xxx) the Company 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, damages, liabilities or and expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, to which the Company or any such director, officer, controlling Person, or other such Holder, partner, director, or officer, if any, or controlling such other Holder may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for registration of the Registrable Securities, or final prospectus contained therein or any amendments or supplements thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in the registration statement or prospectus or preliminary prospectus (in the case of the prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading, in each case to the extent (and extent, but only to the 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 untrue statement or alleged untrue statement or omission or alleged omission is made therein in reliance upon on and in conformity with the written information or signed affidavit with respect to such Holder so furnished to the Company in writing by such Holder expressly for use in connection the registration statement or prospectus; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Holders and the liability of each such Holder shall be in proportion to and limited to the net amount received by such Holder from the sale of Registrable Shares pursuant to a registration statement in accordance with the terms of this Agreement. The Company and the Holders hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such registrationholders, the only information furnished or to be furnished to the Company for use in any registration statement or prospectus relating to the Registrable Shares or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (a) transactions or the relationship between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of Registrable Shares by such holder and its Affiliates, (c) the name and address of such Holder and (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.

Indemnification by the Holders. To the extent permitted by lawEach Stockholder shall, each Holder willand hereby agrees to, if Registrable Securities held by such Holder are included in such Registration Statementseverally and not jointly, indemnify and hold harmless the Company, each and all other holders of its directors, its officers, and each Person, if any, who controls 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 HolderRegistrable Securities, against any losses, claims, damages, liabilities or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, Losses 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 holders of Registrable Securities may become subject subject, under the Securities Act, the Exchange Act or other federal or state lawotherwise, insofar to the same extent as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact the foregoing indemnity by the Company contained in the Registration Statement for registration of the Registrable Securities(a), or final prospectus contained therein or any amendments or supplements thereto, or arise out of or are based upon the omission or alleged omission but only with reference to state therein a material fact required information relating to be stated therein or necessary to make the statements therein not misleading, in each case to the extent (and only to the 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 untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information Stockholder furnished to the Company by such Holder Stockholder expressly for use in connection such Registration Statement, or any preliminary, final or summary Prospectus and, where such Stockholder is Xxxxxxx X. Xxxxxxx, the 1989 Trust or the 1992 Trust, with reference to information relating to DI, its subsidiaries (other than the Company), AAE, the 1989 Trust, the 1992 Trust and Xxxxxxx X. Xxxxxxx; provided, however, that no such registrationholder shall be required to indemnify under this Section 5(b) for any amounts in excess of the dollar amount of the proceeds to be received by such holder from the sale of such holder's Registrable Securities pursuant to such Registration. 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 case of Xxxxxxx X. Xxxxxxx, the 1989 Trust or the 1992 Trust, where it relates to Xxxxxxx X. Xxxxxxx, the 1989 Trust, the 1992 Trust, DI, its subsidiaries (other than the Company) or AAE) and if such Registration Statement was available for review by such Stockholder (or the legal counsel for such Stockholder) a reasonable time before being filed and not objected to in writing by such Stockholder prior to the filing thereof.

Indemnification by the Holders. To the extent permitted by law, each Each Holder will, if Registrable Securities held by such Holder are included in such Registration Statement, severally (and not jointly) agrees to indemnify and hold harmless the Company, Company and each of its Affiliates, directors, its officersemployees, members, managers, agents and each Person, if any, Person who controls 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 other Holder selling securities under such Registration Statement and all Losses to which they or any of such other Holder's partners, directors or officers, if any, who control such Holder, against any losses, claims, damages, liabilities or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, to which the Company or any such director, officer, controlling Person, or other such Holder, partner, director, or officer, if any, or controlling such other Holder them may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) Losses arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement for registration of the pursuant to which Registrable SecuritiesSecurities were registered, Prospectus, preliminary prospectus, road show, Issuer Free Writing Prospectus included in any such Registration Statement, or final prospectus contained therein in any amendment thereof or any amendments or supplements supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary 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, in each case to the extent (and extent, but only to the 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 untrue statement or alleged untrue statement or omission or alleged omission made therein is contained in reliance upon and in conformity with any written information furnished to the Company by or on behalf of such Holder specifically for inclusion therein; provided, however, that the maximum amount to be indemnified by such Holder pursuant to this Section 10(b) shall be limited to the net proceeds (after deducting underwriters’ discounts and commissions) received by such Holder in the Public Offering to which such Registration Statement, Prospectus, preliminary prospectus, road show or Issuer Free Writing Prospectus relates; provided, further, that a Holder shall not be liable in any case to the extent that prior to the filing of any such Registration Statement, Prospectus, preliminary Prospectus, road show or Issuer Free Writing Prospectus or any amendment thereof or supplement thereto, each Holder has furnished in writing to the Company, information expressly for use in, and within a reasonable period of time prior to the effectiveness of such Registration Statement or the use of the Prospectus, preliminary prospectus, road show or Issuer Free Writing Prospectus, or any amendment thereof or supplement thereto which corrected or made not misleading information previously provided to the Company. This indemnity agreement will be in connection with addition to any liability which any such registrationHolder may otherwise have.

Indemnification by the Holders. To Each Holder agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in such Registration Statement, indemnify and hold harmless the Company, each of its directors, its officers, employees, agents, brokers, investment advisors and employees of each of them, stockholders and each Person, if any, Person who controls 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 the officers, if anydirectors, who control agents and employees of each such Holdercontrolling person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities or expenses and expense (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing reasonable attorney fees) resulting from or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, to which the Company or any such director, officer, controlling Person, or other such Holder, partner, director, or officer, if any, or controlling such other Holder may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for registration of the Registrable Securities, or final prospectus contained therein or any amendments or supplements thereto, or arise out of or are based upon the omission or alleged omission to state therein of 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 statements therein not misleading, in each case to the extent, but only to the extent that (and only to the extenti) that such losses, 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 statement or omission made therein is contained in reliance upon and in conformity with written 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 (ii) in the case of an event described in Section 3, the use by such Holder expressly of an outdated or defective prospectus after the Company has delivered to such Holder a Suspension Notice and prior to delivery by the Company to such Holder of a supplemented or amended prospectus prepared and filed by the Company or until the Holder is advised in writing by the Company that the current prospectus may be used, and shall reimburse the Company and its directors, officers, employees, agents, brokers, investment advisors and employees of each of them, stockholders or controlling Persons for use any legal and other expenses reasonably incurred as such expenses are reasonably incurred by such Person in connection with investigating, defending, settling, compromising or paying any such registrationloss, claim, damage, liability, expense or action. In no event shall the liability of a Holder be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Holder in connection with any claim relating to this Section 9 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission or alleged untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by the Holders. To The Holders jointly and severally agree subsequent to the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in such Registration Statement, Closing to indemnify and hold harmless the Company, each of its the Subsidiaries, Buyer and their respective subsidiaries and affiliates and persons serving as officers, directors, its officerspartners or employees thereof (other than the Holders, except to the extent of liabilities incurred in their capacities as such an officer, director, partner or employee) (individually a "Buyer Indemnified Party" and collectively the "Buyer Indemnified Parties") harmless from and against any damages, liabilities, losses, taxes, fines, penalties, costs, and each Person, if any, who controls 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, damages, liabilities or expenses (including, without limitation, reasonable fees of counsel) of any kind or nature whatsoever (whether or not arising out of third-party claims and 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 investigation, defense or settlement of the foregoing) which may be sustained or suffered by any claim of them arising out of or litigationbased upon any of the following matters: (a) fraud, intentional misrepresentation or the cause or knowledge of a deliberate or willful breach by the Representing Parties of any of their representations, warranties or covenants under this Agreement or in any certificate, schedule or exhibit delivered pursuant hereto (collectively, "Fraud Claims"); (b) any breach of any representation or warranty of the Representing Parties set forth in Section 2.2, severally2.3, to which 2.4 or 2.5 of this Agreement (collectively, "Ownership and Authority Claims"); (c) any liability of the Company or any such directorSubsidiary for Taxes arising from an event or transaction prior to the Closing which have not been paid or provided for or reserved against by the Company or a Subsidiary and any breach of the representations and warranties set forth in Section 2.8 hereof and any covenant with respect to Taxes or tax related matters, officerincluding without limitation, controlling Personany increase in net Taxes due to the unavailability of any loss or deduction claimed by the Company or a Subsidiary prior to the Closing, but not including liabilities for Taxes related to the Excluded Liabilities (collectively, "Tax Claims"); (d) any liability of the Company, any Subsidiary or Buyer with respect to the Excluded Liabilities (collectively, "Excluded Liability Claims"); and (e) other than Fraud Claims, Ownership and Authority Claims, Tax Claims or Excluded Liability Claims, any other breach of any representation, warranty or covenant of the Representing Parties under this Agreement or in any certificate, schedule or exhibit delivered pursuant hereto, or other by reason of any claim, action or proceeding asserted or instituted growing out of any matter or thing constituting a breach of such Holderrepresentations, partnerwarranties or covenants (collectively, director"General Claims"). Each Holder severally, or officerbut not jointly, if anyagrees subsequent to the Closing to indemnify and hold all Buyer Indemnified Parties harmless from and against any damages, or controlling such other Holder may become subject under the Securities Actliabilities, the Exchange Act or other federal or state law, insofar as such losses, claimstaxes, damagesfines, liabilities or penalties, costs, and expenses (including, without limitation, reasonable fees of counsel) of any kind or actions nature whatsoever (whether or proceedings not arising out of third-party claims and including all amounts paid in respect thereofinvestigation, defense or settlement of the foregoing) arise which may be sustained or suffered by any of them arising out of or are based upon fraud, intentional misrepresentation or any untrue statement breach (whether or alleged untrue statement not deliberate or willful) of a material fact any representation or warranty of such Holder contained in the Registration Statement for registration of the Registrable SecuritiesSection 3, or final prospectus contained therein by reason of any claim, action or any amendments proceeding asserted or supplements thereto, or arise instituted growing out of any matter or are based upon the omission thing constituting a breach of such representation or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingwarranty (collectively, in each case to the extent (and only to the 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 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 such Holder expressly for use in connection with such registration"Individual Claims").

Indemnification by the Holders. To the extent permitted by ------------------------------ law, each Holder will, if Registrable Securities held by such Holder are included in such Registration Statement, shall indemnify and hold harmless the CompanySt. Mary, each of its directorsdirectors and officers who sign the rexxxxration statement, its officersthe stockholders, employees, representatives and agents of St. Mary, legal counsel and accountants for St. Mary, and each Personeaxx person, if any, who controls the Company within St. Mary wxxxxn the meaning of Section 15 of the Securities Axx xr Section 20 of the Exchange Act, and any underwriter, any other Holder selling securities under and any controlling person of any such Registration Statement underwriter or any of such other Holder's partners, directors or officers, if any, who control such Holder, against any losses, claims, damages, damages or liabilities or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, to which any of the Company or any such director, officer, controlling Person, or other such Holder, partner, director, or officer, if any, or controlling such other Holder foregoing persons may become subject subject, under the Securities Act, the Exchange Act or any other federal or state securities law, insofar as such losses, claims, damages, damages or liabilities or expenses (or actions or proceedings in respect thereof) arise out of or are based upon on any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for registration of the Registrable Securities, or final prospectus contained therein or any amendments or supplements thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingViolation, in each case to the extent (and only to the 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 untrue statement or alleged untrue statement or omission or alleged omission made therein Violation occurs in reliance upon on and in conformity with written information furnished to the Company by such Holder expressly for use in connection with such registration; and each such Holder shall reimburse any person intended to be indemnified pursuant to this Section 5(b), for any legal or other expenses reasonably incurred, as incurred, by such person in connection with investigating or defending any such loss, claim, damage, liability or action; provided that the indemnity agreement in this Section 5(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld or delayed); and provided further that in no event shall any indemnity by such Holder under this Section 5(b), when aggregated with amounts contributed, if any, pursuant to Section 5(d), exceed the net proceeds from the sale of Registrable Securities hereunder received by such Holder.

Indemnification by the Holders. To Subject to the terms and conditions of this Article IV, each Holder, severally and not jointly, agrees to indemnify, defend and hold harmless, to the fullest extent permitted by lawLaw, (i) each other Holder willand his or its heirs, if Registrable Securities held by such Holder are included in such Registration Statementexecutors, indemnify personal representatives, administrators, successors and hold harmless assigns and (ii) the Company, each of its Affiliates and their respective directors, its officers, shareholders, employees, investment advisers and each Personagents and their respective heirs, if anyexecutors, who controls personal representatives, administrators, successors and assigns (the "Company within the meaning of the Securities ActIndemnified Persons"), from 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, damages, liabilities or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever Claims, Liabilities and Losses which may be imposed on, incurred in investigating, preparing by or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, to which the Company or any such director, officer, controlling Person, or other such Holder, partner, director, or officer, if any, or controlling such other Holder may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities or expenses asserted (or actions or proceedings in respect thereofa) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any registration statement under which such securities were registered under the Registration Statement for registration of the Registrable SecuritiesSecurities Act (including all documents incorporated therein by reference), any preliminary prospectus, final prospectus or summary prospectus contained therein, or final prospectus contained therein any amendment or supplement thereto; or (b) any amendments or supplements thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent (and only to the 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 untrue statement or alleged untrue which statement or omission was contained in or alleged omission made therein omitted from such registration statement, prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such Holder specifically for inclusion therein; provided, however, that such Holder shall not be liable to, and shall not be obligated to provide such indemnity to, any other Holder, any Company Indemnified Person or any other Person for any portion of any Claims, Liabilities or Losses to the extent that such Claims, Liabilities and Losses arose out of or resulted from the failure of the Company to promptly amend or take action to correct or supplement any such registration statement, prospectus, amendment or supplement based on corrected or supplemental information provided in writing by such Holder to the Company expressly for use such purpose. The Liability of each Holder pursuant to this Section 4.02 shall be several, and not joint and several, among all indemnifying parties. Notwithstanding anything contained in connection with this Agreement to the contrary, in no event shall the aggregate Liability of any Holder under this Section 4.02 exceed an amount equal to the amount of the proceeds received by such registrationHolder upon the sale of his or its Registrable Securities in the offering to which the Claims, Liabilities or Losses relate.

Indemnification by the Holders. To (a) Subject to the limitations set forth in this Article 9, from and after the Effective Time, the Holders, severally but not jointly, in accordance with each Holder’s Pro Rata Share, hereby agree by delivery of a duly executed Letter of Transmittal to indemnify Buyer, the Surviving Corporation and their respective Affiliates, directors, officers, managers, employees, partners, agents, successors and assigns (collectively, the “Buyer Indemnified Persons”) against, and to hold each of them harmless from any and all damages, losses, costs and expenses ((x) including reasonable expenses of investigation and reasonable attorneys’ fees and expenses in connection with any Claim and lost profits, solely if and to the extent permitted by lawsuch lost profits are the reasonably foreseeable consequence of the relevant misrepresentation or breach, each Holder will, if Registrable Securities held and are proximately caused by such Holder are included misrepresentation or breach, and in such Registration Statement, indemnify and hold harmless any event measured relative to the businesses of the Company, the Company Subsidiaries and the Unconsolidated Joint Ventures as they exist as of the Closing Date, but (y) excluding any other special, consequential, punitive, incidental, indirect and speculative damages, such as diminution of value or damages based on a multiple of earnings, book value, cash flow or any other metric (other than, in each case, any such damages or losses actually paid to a third party in respect of a Third-Party Claim)) (collectively, “Damages”) to the extent actually suffered or incurred by the Buyer Indemnified Persons and arising out of: (i) any misrepresentation or breach of a representation or warranty made by the Company in this Agreement; (ii) any breach of any covenant or agreement made or to be performed by the Company or the Stockholders’ Representative pursuant to this Agreement; (iii) any Pre-Closing Taxes, to the extent not included in the calculation of the Final Aggregate Purchase Price; (iv) any Transaction Bonus Costs, to the extent not included in the calculation of the Final Aggregate Purchase Price; (v) the employer portion of any payroll, employment or similar Taxes required to be paid by the Company or any Company Subsidiary with respect to amounts payable to the Option Holders pursuant to this Agreement, to the extent not included in the calculation of the Final Aggregate Purchase Price; (vi) subject to Buyer’s compliance with its directorsobligations under Article 7 hereof, its officers50% of Good Reason Severance Costs with respect to any employee of the Company or any Company Subsidiary, and but only to the extent that 50% of Good Reason Severance Costs with respect to such employee were not included in the calculation of the Final Aggregate Purchase Price; (vii) any misrepresentation or breach of a representation or warranty, or breach of a covenant or agreement, in each Personcase made or to be performed by any Holder in or pursuant to such Holder’s Letter of Transmittal (“Letter of Transmittal Breaches”); (viii) the excess, if any, who controls of (A) the Company within the meaning aggregate amount of any amounts required to be paid under any guaranties existing as 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, damages, liabilities or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, Closing Date pursuant to which the Company or any such director, officer, controlling Company Subsidiary has guaranteed any Indebtedness of any other Person, except to the extent that (1) such Indebtedness has been or will be included in the calculation of the Final Aggregate Purchase Price, or (2) the requirement to pay any such amount was caused by any action or intentional failure to take any action by any Buyer Indemnified Person (other than any failure to contribute cash where not expressly required to do so by the terms of such guaranty or other such Holdercontract), partner, director, or officer, if any, or controlling such other Holder may become subject under over (B) the Securities Act, aggregate amount of any recoveries by the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for registration of the Registrable Securities, or final prospectus contained therein Company or any amendments or supplements thereto, or arise out of or are based upon the omission or such Company Subsidiary from any other Persons alleged omission to state therein a material fact required to be stated therein or necessary responsible for such draws, including the guaranteed parties under such guaranties (it being acknowledged and agreed that the Buyer Indemnified Person’s obligations shall have an obligation to make the statements therein not misleadinguse commercially reasonable efforts to recover such amounts from such Persons pursuant to and in accordance with Section 9.08(e)), in each case in this clause (viii), during the period from and after the Closing Date, to and including the Escrow Release Date; provided that a maximum of one and only one payment shall be made to the Buyer Indemnified Persons pursuant to this clause (viii), immediately prior to the release of funds in the Indemnity Escrow Account to the Holders on the Escrow Release Date; and provided, further, that in the case of any guaranty by any Company Subsidiary, the portion of any amount required to be paid thereunder or any recovery from any other Persons alleged to be responsible therefor that is included in the determination of the amount of any indemnification due pursuant to this clause (viii) shall be the Applicable Ownership Percentage associated with such Company Subsidiary immediately prior to the Effective Time; (ix) (A) any Approved Disposition Payment actually made by the Company or any Company Subsidiary or Managed Unconsolidated Joint Venture after the Closing, (B) if the Approved Disposition has not been consummated on or prior to the Closing Date, any operating losses arising from the operation of the Worcester Surgical Center for the Worcester Operation Period and (C) if the Approved Disposition has not been consummated prior to the end of the Worcester Operation Period, any reasonable costs or expenses arising from the shutdown and closure of the Worcester Surgical Center; or (x) any amount paid by Buyer or any of its Subsidiaries (including the Surviving Corporation and its Subsidiaries) to any Stockholder in respect of any Appraisal Share in excess of the Per Share Merger Consideration and any reasonable costs or expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses) incurred by any Buyer Indemnified Person in connection with any appraisal demand (each, an “Appraisal Payment”). (b) With respect to indemnification by the Holders pursuant to Section 9.02(a)(i), (i) Holders shall not be liable for any individual matter unless the Damages with respect thereto, together with any related matters arising from the same breach or that arise from the same or similar occurrence, event or set of facts, exceed $35,000 (the “De Minimis Amount”) and (ii) the Holders shall not be liable for any Damages in respect of any matter unless and until the aggregate amount of all Damages with respect thereto (disregarding any Damages for which the Holders are not liable pursuant to the foregoing clause (i) exceeds $3,500,000 (the “Deductible”), and then only to the extent of such excess; provided, however, that none of the foregoing limitations shall apply to (and only A) breaches of the Fundamental Representations or the representation in the last sentence of Section 3.17, or (B) claims based on fraud. For the avoidance of doubt references in this Agreement to the extentIndemnity Escrow Account shall include amounts deposited in the Indemnity Escrow Account pursuant to Section 2.05(c). (c) With respect to indemnification by the Holders for all matters pursuant to Section 9.02(a), Buyer hereby agrees that (i) the Holders’ maximum aggregate liability shall be limited to the funds contained in the Indemnity Escrow Account, (ii) the sole and exclusive recourse of the Buyer Indemnified Persons in respect of all such lossesmatters shall be the right to seek payment from the Indemnity Escrow Account in accordance with the terms of this Agreement and the Escrow Agreement and (iii) the Buyer Indemnified Persons shall have no right to seek payment directly from the Holders in respect of any such matters; provided, claimshowever, damagesthat the foregoing limitations shall not apply to (A) breaches of the Fundamental Representations, liabilities (B) claims in respect of Appraisal Payments, (C) Letter of Transmittal Breaches or expenses (D) claims based on fraud. (d) Notwithstanding anything to the contrary in this Agreement, no Holder shall be liable under Section 9.02(a)(vii) (or actions or proceedings otherwise) for any Letter of Transmittal Breach of any other Holder. In furtherance of the foregoing, the sole and exclusive recourse of the Buyer Indemnified Persons in respect thereofof any Letter of Transmittal Breach of any Holder shall be the right to seek payment (i) 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 in conformity with written information furnished to the Company by directly from such Holder expressly pursuant to Section 9.03, or (ii) from the Indemnity Escrow Account in accordance with the terms of this Agreement and the Escrow Agreement; provided that if the Buyer Indemnified Persons seek payment from the Indemnity Escrow Account in respect of any Letter of Transmittal Breach of any Holder, (A) any payment made from the Indemnity Escrow Account in respect of such Letter of Transmittal Breach shall in no event exceed such Holder’s share of the amount remaining in the Indemnity Escrow Account prior to such payment, and (B) such Holder’s share of the amount remaining in the Indemnity Escrow Account after such payment shall be reduced accordingly so that, upon release of any funds from the Indemnity Escrow Account, no other Holder bears liability for use in connection with any Letter of Transmittal Breach of such registrationHolder.

Indemnification by the Holders. To In the extent permitted by lawevent of any registration of any securities of the Company under the 1933 Act, each Holder holder of Registrable Securities will, if Registrable Securities held by such Holder are included in such Registration Statement, and hereby does agree to indemnify and hold harmless the Company, each of its directors, its directors and officers, each other 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 underwriter 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, 1933 Act against any losses, claims, damagesdamages or liabilities, liabilities joint or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severallyseveral, to which the Company or any such director, officer, controlling Person, director or other such Holder, partner, director, officer or officer, if any, underwriter or controlling such other Holder person may become subject under the Securities Act, the Exchange 1933 Act or other federal or state lawotherwise, insofar as such losses, claims, damages, damages or liabilities or expenses (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any registration statement under which such securities were registered under the Registration Statement for registration of the Registrable Securities1933 Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or final prospectus contained therein any amendment or any amendments or supplements supplement thereto, or arise out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and each holder of Registrable Securities will reimburse the Company and each such director, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in each case to the extent (and only to the extent) that such losses, claims, damages, liabilities connection with investigating or expenses (or actions or proceedings in respect thereof) arise out of or are based upon defending any such untrue loss, claim, liability, action or proceeding, if such statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with written information REGISTRATION RIGHTS AGREEMENT BETWEEN PDG ENVIRONMENTAL, INC. AND BARON PARTNERS, L.P. PAGE 11 OF 17 furnished to the Company through an instrument duly executed by such Holder expressly holder of Registrable Securities specifically stating that it is for use in connection with the preparation of such registrationregistration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. Any such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such holder of Registrable Securities.

Indemnification by the Holders. To the extent permitted by lawEach Holder agrees, each Holder willseverally and ------------------------------ not jointly, if Registrable Securities held by such Holder are included in such Registration Statement, to indemnify and hold harmless the Company, each of its directors, its officers, directors and officers and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act, Act or Section 20 of the Exchange Act from 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 against all Damages to the same extent as the foregoing indemnity from the Company to such Holder, against any losses, claims, damages, liabilities or expenses (including but not limited only 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 extent such director, officer, controlling Person, or other such Holder, partner, director, or officer, if any, or controlling such other Holder may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) Damages arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement for registration of the Registrable Securities, or final prospectus contained therein (or any amendments amendment thereto) or supplements Prospectus (or any amendment or supplement thereto, or arise out of ) or are based upon the omission or alleged caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, in each case to the extent (and only to the 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 untrue statement or alleged which untrue statement or omission or alleged omission made therein is based upon information relating to such Holder furnished in reliance upon and in conformity with written information furnished writing to the Company by such Holder expressly for use in connection with any such registrationRegistration Statement (or any amendment thereto) or any such Prospectus (or any amendment or supplement thereto); provided, however, that such Holder shall not be obligated -------- ------- to provide such indemnity to the extent that such Damages result from the failure of the Company to promptly amend or take action to correct or supplement any such Registration Statement or Prospectus on the basis of corrected or supplemental information furnished in writing to the Company by such Holder expressly for such purpose. In no event shall the liability of any Holder of Registrable Securities hereunder be greater in amount than the amount of the proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by the Holders. To the extent permitted by law, each Each Holder will, (if Registrable Securities held by such Holder are included in such Registration Statementthe securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected) agrees to, severally and not jointly with any other Holders, indemnify and hold harmless the Company, each of its directors, its officers, officers and directors and each Person, Person (if any, who ) that controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from 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, damages, liabilities or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigatingLosses caused by, preparing arising out of, resulting from 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, related to which the Company or any such director, officer, controlling Person, or other such Holder, partner, director, or officer, if any, or controlling such other Holder may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact (a) contained in the any Registration Statement for registration of relating to Registrable Securities (as amended or supplemented if the Registrable Securities, or final prospectus contained therein or Company shall have furnished any amendments or supplements thereto), or arise out of or are based upon 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 the light of the circumstances under which they were made, not misleading or (b) included in any prospectus relating to the Registrable Securities (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any preliminary prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case of the foregoing clauses (a) and (b) only to the extent (and only to the extent) that such losses, claims, damages, liabilities statement or expenses omission (or actions or proceedings in respect thereof) arise out of or are based upon any such untrue alleged statement or alleged untrue statement or omission or alleged omission omission) was made therein in reliance upon and in conformity with written information furnished to the Company in writing by such Holder or its authorized representatives expressly for use therein; provided, however, that any indemnity payable by such Holder under this Section 3.2 shall be in connection with proportion to, and in any case limited to an amount equal to, the net proceeds received by such registrationHolder in respect of the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by the Holders. To Each holder of Registrable Securities which are included or are to be included in any registration statement filed in connection with a Shelf Registration Statement, a Requested Registration or a Piggyback Registration, as a condition to including Registrable Securities in such registration statement, shall, to the full extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in such Registration Statement, indemnify and hold harmless the Company, each of its directors, its directors and officers, and each other Person, if any, who controls 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, damages, liabilities or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, Losses to which the Company or any such director, officer, controlling Person, director or other such Holder, partner, director, or officer, if any, officer or controlling such other Holder Person may become subject under the Securities Act, the Exchange Act or other federal or state lawotherwise, insofar as such losses, claims, damages, liabilities or expenses Losses (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement for any such registration of the Registrable Securitiesstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or final prospectus contained therein any amendment or any amendments or supplements supplement thereto, or arise out of or are based upon 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 the case of a prospectus, in the light of the circumstances under which they were made) not misleading, in each case to the extent (and only to the extent) that such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise out of or are based upon any if such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with written information furnished or confirmed in writing to the Company through an instrument duly executed by such Holder expressly holder specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; PROVIDED, HOWEVER, that the obligation to provide indemnification pursuant to this SECTION 6(b) shall be several, and not joint and several, among such Indemnifying Parties on the basis of the number of Registrable Securities included in such registration statement and the aggregate amount which may be recovered from any holder of Registrable Securities pursuant to the indemnification provided for in this SECTION 6(b) in connection with any registration and sale of Registrable Securities shall be limited to the total proceeds received by such registrationholder from the sale of such Registrable Securities. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling Person and shall survive the transfer of such securities by such holder. Such holders shall also indemnify each other Person who participates (including as an underwriter) in the offering or sale of Registrable Securities, their officers and directors and each other Person, if any, who controls any such participating Person within the meaning of the Securities Act to the same extent as provided above with respect to the Company.

Indemnification by the Holders. To In the extent permitted by lawevent of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, each Holder willshall, if Registrable Securities held by such Holder are included in such Registration Statementseverally 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 directors, its officers, Hertz and each other Person, if any, who controls the Company Hertz within the meaning of the Securities Act, Act and any other Holder selling securities under the Exchange Act (each such Registration Statement or any of such other Holder's partners, directors or officers, if any, who control such HolderPerson being sometimes referred to as a "Company Indemnified Person"), against any losses, claims, damages, liabilities or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, Losses to which the Company Hertz or any such director, officer, controlling Person, or other such Holder, partner, director, or officer, if any, or controlling such other Holder Persons may become subject under the Securities Act, the Exchange Act or other federal or state lawotherwise, insofar as to the extent that such losses, claims, damages, liabilities or expenses Losses (or related actions or proceedings in respect thereofproceedings) arise out of or are based upon (A) any untrue statement or alleged untrue statement of a any material fact contained in the any Registration Statement in which Registrable Securities were included for registration of under the Registrable SecuritiesSecurities Act, or final prospectus contained therein any preliminary Prospectus or any amendments final Prospectus included in such Registration Statement (or supplements theretoany amendment or supplement to such Registration Statement or Prospectus), or arise out of or are based upon 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 therein, (in the case of the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made) not misleading, in each case case, only to the extent (and only to the 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 untrue statement or alleged untrue statement or omission or alleged omission was made therein in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to Hertz by such Holder, or on such Holder's behalf, specifically for inclusion, respectively, in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; provided, however, that a Holder's aggregate liability under this Agreement shall be limited to an amount equal to the Company net proceeds (after deducting the underwriter's discount and expenses) received by such Holder expressly for use in connection with from the sale of such Holder's Registrable Securities pursuant to such registration.

Indemnification by the Holders. To Each holder of Registrable Securities which are included or are to be included in any registration statement filed in connection with a Shelf Registration Statement, a Requested Registration or a Piggyback Registration, as a condition to including Registrable Securities in such registration statement, shall, to the full extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in such Registration Statement, indemnify and hold harmless the Company, each of its directors, its directors and officers, and each other Person, if any, who controls 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, damages, liabilities or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, Losses to which the Company or any such director, officer, controlling Person, director or other such Holder, partner, director, or officer, if any, officer or controlling such other Holder Person may become subject under the Securities Act, the Exchange Act or other federal or state lawotherwise, insofar as such losses, claims, damages, liabilities or expenses Losses (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement for any such registration of the Registrable Securitiesstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or final prospectus contained therein any amendment or any amendments or supplements supplement thereto, or arise out of or are based upon 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 the case of a prospectus, in the light of the circumstances under which they were made) not misleading, in each case to the extent (and only to the extent) that such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise out of or are based upon any if such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with written information furnished or confirmed in writing to the Company through an instrument duly executed by such Holder expressly holder specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; PROVIDED, HOWEVER,, that the obligation to provide indemnification pursuant to this SECTION 6(b) shall be several, and not joint and several, among such Indemnifying Parties on the basis of the number of Registrable Securities included in such registration statement and the aggregate amount which may be recovered from any holder of Registrable Securities pursuant to the indemnification provided for in this SECTION 6(b) in connection with any registration and sale of Registrable Securities shall be limited to the total proceeds received by such registrationholder from the sale of such Registrable Securities. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling Person and shall survive the transfer of such securities by such holder. Such holders shall also indemnify each other Person who participates (including as an underwriter) in the offering or sale of Registrable Securities, their officers and directors and each other Person, if any, who controls any such participating Person within the meaning of the Securities Act to the same extent as provided above with respect to the Company.

Indemnification by the Holders. To the extent permitted by law, each Each Holder will, if Registrable Securities held by such Holder are included in such Registration Statement, and any underwriter shall indemnify and hold harmless the Company, each of its Affiliates, their respective officers, directors, its officersemployees, representatives and agents, and each Personperson, if any, who controls the Company any such 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 other Holder selling securities under such Registration Statement loss, claim, damage or liability, joint or several, or any action in respect thereof (including any loss, claim, damage, liability or action relating to purchases and sales of such other Holder's partnerssecurities and regardless of whether such loss, directors claim, damage, liability or officersaction is brought by such Holder or underwriter, if anytheir respective Affiliates or any third party or whether any Company Indemnified Party is a party thereto), who control such Holderto which any of the Company Indemnified Parties may become subject, against any losses, claims, damages, liabilities or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, whether 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 Act, any other federal or state lawstatutory law or regulation, at common law or otherwise, insofar as such lossesloss, claimsclaim, damagesdamage, liabilities liability or expenses (action arises out of, or actions or proceedings in respect thereof) arise out of or are is based upon (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 Registration Statement for registration of the Registrable Securities, or final prospectus contained therein Securities Act or any amendments prospectus forming part thereof or supplements thereto, in any amendment or arise out of supplement thereto or are based upon (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 therein, in the light of the circumstances under which they were made, not misleading, but in each case only to the extent (and only to that the 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 untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with written information any Holder's Information furnished to the Company by such Holder expressly Holder, and shall reimburse the Company Indemnified Parties upon demand for use any legal or other expenses reasonably incurred by the Company in connection with investigating or defending or preparing to defend against or appearing as a third party witness in connection with any such registrationloss, claim, damage, liability or action as such expenses are incurred; provided, however, that no such Holder shall be liable for any indemnity claims hereunder in excess of the amount of net proceeds received by such Holder from the sale of such securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company Indemnified Parties or any of the Holders and shall survive the transfer of such securities by such Holder.

Indemnification by the Holders. To the extent permitted by lawIn connection with any Registration Statement in which a Holder is participating, each Holder will, if Registrable Securities held by such Holder are included in such Registration Statement, will indemnify and hold harmless the Company, each its directors and officers, employees, agents and any Person who is or might be deemed to be a controlling person of the Company or any of its directors, its officers, and each Person, if any, who controls the Company subsidiaries within the meaning of Section 15 of the Securities Act, and any other Holder selling securities under such Registration Statement Act or any Section 20 of such other Holder's partners, directors or officers, if any, who control such Holder, the Exchange Act against any losses, claims, damages, liabilities or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, Losses to which the Company such Holder or any such director, officer, controlling Person, or other such Holder, partner, director, director or officer, if any, any such underwriter or controlling such other Holder person may become subject under the Securities Act, the Exchange Act Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or other federal or state lawotherwise, insofar as such losses, claims, damages, liabilities or expenses Losses (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for registration of the Registrable SecuritiesStatement, prospectus, preliminary prospectus or free writing prospectus, or final prospectus contained therein any amendment thereof or any amendments or supplements supplement thereto, or arise out of in any application or are based upon the (ii) any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case but only to the extent that such untrue statement or omission is made in such Registration Statement, any such prospectus, preliminary prospectus or free writing prospectus, or any amendment or supplement thereto, or in any application, in reliance upon and in conformity with such Holder’s Selling Holder Information (and only to the extent) that except insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) Losses arise out of or are based upon any such untrue statement or omission or alleged untrue statement or omission or alleged omission made therein in reliance based upon and in conformity with written information relating to any underwriter furnished to the Company in writing by such Holder underwriter expressly for use in such Registration Statement), and such Holder will reimburse the Company and each such director, officer, underwriter and controlling Person for any legal or any other expenses actually and reasonably incurred by them in connection with investigating, defending or settling any such registrationloss, claim, liability, action or proceeding; provided, however, that the obligations of such Holder hereunder shall not apply to amounts paid in settlement of any such Losses (or 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.

Indemnification by the Holders. To In connection with any registration statement in which the Holders are participating, the Holders will furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in such Registration Statement, will indemnify and hold harmless the Company, each of Company and its directors, its officers, and each Person, if any, who controls 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, Indemnitees against any losses, claims, damages, liabilities liabilities, joint or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severallyseveral, 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 Indemnitee may become subject under the Securities Act, the Exchange Act or other federal or state lawotherwise, insofar as such losses, claims, damages, damages or liabilities or expenses (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for registration of the Registrable Securitiesstatement, prospectus or final preliminary prospectus contained therein or any amendments amendment thereof or supplements theretosupplement thereto or in any application, together with any documents incorporated therein by reference or arise out of or are based upon the (b) any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case but only to the extent (and only to the 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 untrue statement (or alleged untrue statement statement) or omission (or alleged omission omission) is made therein 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 to the Company by such Holder the Holders expressly for use therein, and the Holders will reimburse the Company and each such Indemnitee for any legal or any other expenses 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 them in connection with investigating or defending any such registrationloss, claim, liability, action or proceeding; butthe obligation to indemnify will be limited to the net amount of proceeds received by the Holders from the sale of Registrable Securities pursuant to such registration statement, less any other amounts paid by the Holders in respect of such untrue statement, alleged untrue statement, omission or alleged omission.

Indemnification by the Holders. To the extent permitted by lawThe Holders shall indemnify, each Holder will, if Registrable Securities held by such Holder are included in such Registration Statement, indemnify defend and hold harmless Parent, Acquisition Subsidiary, the CompanySurviving Corporation and their respective officers, each of its directors, its officersemployees, agents, subsidiaries and each Personaffiliates harmless from and against any and all liabilities, if anylosses, who controls damages, claims, fines, penalties, costs and expenses, including, without limitation, reasonable attorneys' and accounting fees (collectively, "Losses") incurred by Parent Acquisition Subsidiary, the Company within the meaning of the Securities Act, and any other Holder selling securities under such Registration Statement Surviving Corporation or any of their respective officers, directors, employees, agents, subsidiaries or affiliates, arising out of or resulting from (i) any breach of any representation or warranty made by the Company or the Holders contained in this Agreement or in the Company Disclosure Schedule, (ii) the nonperformance of any covenant or obligation to be performed by the Company or the Holders under this Agreement and/or (iii) any matters described on Annex 8.02 (the "Additional Matters"); provided, however, that (x) no Holder shall be required to indemnify for any Losses in excess of the 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 partnersPersonal Representations, directors (z) Losses shall be reduced by any Tax Benefit (or officers, if any, who control such Holder, against net insurance proceeds after deducting any losses, claims, damages, liabilities costs of collection) received by Parent or expenses the Surviving Corporation in connection with the claims giving rise to indemnification hereunder and (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 aa) Losses shall be net of any claim or litigation), severally, to which the Company or any such director, officer, controlling Person, or other such Holder, partner, director, or officer, if any, or controlling such other Holder may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained reserves provided for in the Registration Statement Audited Closing Balance Sheet; provided, however for registration 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 Registrable SecuritiesHolders pursuant to this Article VIII shall be joint and several, or final prospectus contained therein or any amendments or supplements thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent (of the Escrowed Funds and only otherwise shall be several among the Holders as provided in Section 8.04. Notwithstanding the foregoing, if any claim 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, Parent and/or the Surviving Corporation shall use their commercially reasonable efforts to seek indemnification under the applicable insurance policy or policies; provided, however, Parent and/or the Surviving Corporation shall not be 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 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 such lossesterms of the Escrow Agreement, claimsand shall, damagesas promptly as practicable, 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 in conformity with written information furnished assign to the Company by such Holder expressly Representative, without recourse, their respective claims for use in connection with such registrationthe uncollected Losses against the insurance provider or providers.

Indemnification by the Holders. To Each Holder of shares of Registrable Securities, severally and not jointly, which shares are included in a registration pursuant to the provisions of this Agreement, to the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in such Registration Statement, will indemnify and hold harmless the Company, each of its directors, its officers, and each Personperson, if any, who controls the Company within the meaning of the Securities Act, each officer of the Company who signs the Registration Statement including such Registrable Securities, each director of the Company, each underwriter and any other Holder selling securities under person who controls the underwriter and each of their successors from and against, and will reimburse the Company and such Registration Statement officer, director, underwriter or controlling person with respect to, any of such other Holder's partnersand all claims, directors or officersactions, if anydemands, who control such Holder, against any losses, claims, damages, liabilities liabilities, costs or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, to which the Company or any such director, officer, controlling Person, or other such Holder, partner, director, or officer, if any, underwriter or controlling such other Holder person may become subject under the Securities Act, the Exchange Act or other federal or state lawotherwise, insofar as such claims, actions, demands, losses, claims, damages, liabilities liabilities, costs or expenses (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the such Registration Statement for registration of the Registrable SecuritiesStatement, or final any prospectus contained therein or any amendments amendment or supplements supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they are made, not misleading, ; provided that such Holder will be liable in each any such case to the extent (and extent, but only to the extent) , that any such lossesclaim, claimsaction, damagesdemand, liabilities loss, damage, liability, cost or expenses (or actions or proceedings in respect thereof) arise expense arises out of or are is based upon any such untrue statement or alleged an untrue statement or omission or alleged omission made therein in reliance upon and in strict conformity with written information furnished to the Company by such Holder expressly specifically for use in connection with the preparation thereof. The liability of each Holder under this Section shall be limited to the proportion of any such registrationclaim, action, demand, loss, damage, liability, cost or expense which is equal to the proportion that the public offering price of the shares of Registrable Securities sold by such Holder under such Registration Statement bears to the total offering price of all securities sold thereunder, but not, in any event, to exceed the proceeds received by such Holder from the sale of shares of Registrable Securities covered by the Registration Statement. It is agreed that this indemnity shall not apply to amounts paid in settlement of any such claim, action, demand, loss, damage, liability, cost or expense if such settlement is effected without the consent of the Holders (which consent shall not be unreasonably withheld). This indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder, underwriter or any such director, officer, partner, member, agent or controlling person and shall survive the transfer of such securities by such Holder.

Indemnification by the Holders. To By virtue of the extent permitted Holders approval of the Merger, the Agreement and the transaction contemplated thereunder, the Holders have agreed, and by law, executing this Escrow Agreement each Holder will, if Registrable Securities held by hereby confirms that such Holder are included in such Registration Statementagrees, subject to the terms and conditions of this Escrow Agreement and Article IX of the Agreement: (a) To indemnify and hold harmless the CompanyPurchaser, each of its directors, its officers, employees, fiduciaries, agents, Affiliates, and each Personperson, if any, who controls the Company or may control such persons within the meaning of the Securities Act, 1933 Act (the "Indemnified Parties") from 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, damages, liabilities or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred Losses to the extent provided in investigatingArticle IX of the Agreement; (b) To establish the Escrow Fund pursuant to this Escrow Agreement and Section 2.4 of the Agreement to secure the indemnification obligations of the Holders under Article IX of the Agreement; (c) Without limiting such Holder's obligations under paragraph (a) above, preparing or defending against that in the event the Indemnified Parties incur any litigationLosses, commenced or threatenedthe Escrow Shares shall, or any claim whatsoeversubject to the provisions of the Agreement and this Escrow Agreement, be transferred to the Indemnified Parties to compensate such parties for such Losses, with the portion of the Escrow Shares to be so transferred to be pro rata as to each Loss among the Holders according to each Holder's proportionate share of the Escrow Shares; (d) To appoint the Shareholder Representatives as the Holders' representatives, attorneys-in-fact and agents for the purposes of this Escrow Agreement to act for and on behalf of each Holder as provided herein, and to the taking by the Shareholder Representatives of any and all amounts paid in settlement actions and the making of any claim decisions required or litigation), severally, permitted to which be taken or made by the Company or any such director, officer, controlling Person, or other such Holder, partner, director, or officer, if any, or controlling such other Holder may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for registration Shareholder Representatives on behalf of the Registrable Securities, or final prospectus contained therein or any amendments or supplements thereto, or arise out Holders under this Escrow Agreement; and (e) To all of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent (other terms and only to the extent) that such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise out conditions of or are based upon any such 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 such Holder expressly for use in connection with such registrationthis Escrow Agreement.

Indemnification by the Holders. To the extent permitted by lawEach Holder of Registrable Securities, each Holder willseverally and not jointly, if Registrable Securities held by such Holder are included in such Registration Statement, shall (i) indemnify and hold harmless the Company, each Company and all other Holders of its directors, its officers, and each Person, if any, who controls the Company within the meaning of the Registrable 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, damages, damages or liabilities or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, to which the Company or any such director, officer, controlling Person, or other such Holder, partner, director, or officer, if any, or controlling such other Holder Holders of Registrable Securities may become subject subject, under the Securities Act, the Exchange Act or other federal or state lawotherwise, insofar as such losses, claims, damages, damages or liabilities or expenses (or actions or proceedings in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in the Resale Registration Statement for registration of or any Piggyback Registration Statement under which such Registrable Securities were registered under the Registrable SecuritiesSecurities Act, or any preliminary, final or summary prospectus contained therein or furnished by the Company to any amendments such Holder or supplements any placement agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in light of the circumstances then existing, in each case to the extent (and extent, but only to the 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 untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with written information furnished to the Company in writing by or on behalf of such Holder in connection with a registration of securities under this Agreement, and (ii) reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim as such expenses are incurred provided, however, that no such Holder shall be required to undertake liability to any person under this Section 7(b) for any amounts in excess of the dollar amount of the proceeds received by such Holder expressly for use in connection with from the sale of such Holder's Registrable Securities pursuant to such registration.

Indemnification by the Holders. To the extent permitted by lawEach Holder of Registrable Securities, each Holder willseverally and not jointly, if which Registrable Securities held by such Holder are included in such Registration Statementa registration pursuant to the provisions of this Agreement, will indemnify and hold harmless the Company, each of its directors, its officers, and each Personperson, if any, who controls the Company within the meaning of the Securities Act, each officer of the Company who signs the Registration Statement including such Registrable Securities, each director of the Company, each underwriter and any other Holder selling securities under person who controls the underwriter and each of their successors from and against, and will reimburse the Company and such Registration Statement officer, director, underwriter or controlling person with respect to, any of such other Holder's partnersand all claims, directors or officersactions, if anydemands, who control such Holder, against any losses, claims, damages, liabilities liabilities, costs or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, to which the Company or any such director, officer, controlling Person, or other such Holder, partner, director, or officer, if any, underwriter or controlling such other Holder person may become subject under the Securities Act, the Exchange Act or other federal or state lawotherwise, insofar as such claims, actions, demands, losses, claims, damages, liabilities liabilities, costs or expenses (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the such Registration Statement for registration of the Registrable SecuritiesStatement, or final any prospectus contained therein or any amendments amendment or supplements supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they are made, not misleading, ; provided that such Holder will be liable in each any such case to the extent (and extent, but only to the extent) , that any such lossesclaim, claimsaction, damagesdemand, liabilities loss, damage, liability, cost or expenses (or actions or proceedings in respect thereof) arise expense arises out of or are is based upon any such untrue statement or alleged an untrue statement or omission or alleged omission made therein in reliance upon and in strict conformity with written information furnished to the Company by such Holder expressly specifically for use in connection with such registrationthe preparation thereof.

Indemnification by the Holders. To Each selling Holder agrees (severally and not jointly) to indemnify and hold harmless, to the fullest extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in such Registration Statement, indemnify and hold harmless the Company, each of its directors, its officers, directors and officers and each Person, if any, Person who controls the Company (within the meaning of the Securities Act or the Exchange Act, ) from 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, damages, liabilities or expenses Losses resulting from (including but not limited to attorneys' fees and i) any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, to which the Company or any such director, officer, controlling Person, or other such Holder, partner, director, or officer, if any, or controlling such other Holder may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for registration statement under which such Registrable Securities were registered or sold under the Securities Act, any final, preliminary or summary prospectus contained therein, any Free Writing Prospectus, or any amendment or supplement to any of the Registrable Securities, foregoing or final prospectus contained any documents incorporated by reference therein or (ii) any amendments or supplements thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (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 (and extent, but only to the 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 untrue statement or alleged untrue statement or omission or alleged omission made therein is contained in reliance upon and in conformity with written any information furnished in writing by such selling Holder to the Company specifically for inclusion in such registration statement, final, preliminary or summary prospectus contained therein, or any Free Writing Prospectus, or any amendment or supplement to any of the foregoing, and has not been corrected in 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 hereunder be greater in amount than the dollar amount of the net proceeds received by such Holder expressly 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 by such Persons specifically for use inclusion in connection with such registrationany prospectus or registration statement.

Indemnification by the Holders. To As a condition to including any Registrable Common Stock in any registration statement, the extent permitted by law, Company shall have received an undertaking reasonably satisfactory to it from each Holder will, if so including any Registrable Securities held by such Holder are included in such Registration Statement, Common Stock to indemnify and hold harmless (in the same manner and to the same extent as set forth in paragraph (a) of this Section 2.7) the Company, and each director of the Company, each officer of its directors, its officers, the Company and each other Person, if any, who controls 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, damages, liabilities or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severallyand, to which the Company or extent requested, each underwriter, with respect to any such director, officer, controlling Person, or other such Holder, partner, director, or officer, if any, or controlling such other Holder may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for registration of the Registrable Securities, or final prospectus contained therein or any amendments or supplements thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein from such registration statement, any preliminary prospectus, final prospectus or necessary to make the statements therein not misleadingsummary prospectus contained therein, in each case or any amendment or supplement thereto, but only to the extent (and only to the 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 untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such Holder expressly specifically stating that it is for use in connection with the preparation of such registrationregistration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided, however, that the liability of such indemnifying party under this Section 2.7(b) shall be limited to the amount of net proceeds received by such indemnifying party in the offering giving rise to such liability. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling Person and shall survive the transfer of such securities by such Holder; and provided, further, that such Holder shall not be liable to any Person who participates as an underwriter in the offering or sale of Registrable Common Stock or any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to any other Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Common Stock to such other Person if such statement or omission was corrected by such Holder in such final prospectus.

Indemnification by the Holders. To In connection with the registration of the Registrable Securities under the Securities Act pursuant to this Agreement, each Holder hereby agrees that he will indemnify and hold harmless, to the fullest extent permitted by law, each Holder will, if Registrable Securities held by the Company or any affiliate of the Company or any other person who participates in the offering or sale of such Holder are included in such Registration Statement, indemnify and hold harmless securities on the Company, each of its directors, its officers, and each Person, if any, who controls 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 Holderbehalf, against any and all losses, claims, damagesdamages or liabilities, liabilities joint or several, and expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in any settlement of any claim or litigation), severally, effected with the Holder's prior consent (which may not be unreasonably withheld) and reasonable attorneys fees and disbursements) to which the Company or any such director, officer, controlling Person, affiliate of the Company or other such Holder, partner, director, or officer, if any, or controlling any such other Holder person may become subject under the Securities Act, common law or otherwise, up to the Exchange Act or other federal or state lawamount of all gross proceeds received by each such Holder in the sale of his Registrable Securities, insofar as such losses, claims, damages, damages or liabilities or expenses (or actions or proceedings in respect thereof) or expenses arise out of or are based upon (A) any untrue statement or alleged untrue statement of a any material fact contained in the any Registration Statement for registration of the Registrable SecuritiesStatement, any preliminary, final or summary prospectus contained therein, or final prospectus contained therein any amendment or any amendments or supplements supplement thereto, or arise out of or are based upon 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 not misleading, in each case misleading (but only to the extent (and only to the extent) that such lossesalleged or actual misstatements or omissions referred to in clauses (A) and (B) above were done or omitted, 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 etc. in reliance upon and in conformity with written information furnished to the Company or its representatives by or on behalf of such Holder expressly for use or by any of his, her or its representatives). Such indemnity shall remain in connection with full force and effect regardless of any investigation made by or on behalf of the Company or any Holder Indemnitee and shall survive the transfer of the Registrable Securities by each such registrationHolder.

Indemnification by the Holders. To Each of the extent permitted by law, each Holder Holders will, if Registrable Securities held by such Holder it are included in the securities as to which such Registration StatementStatement is being effected, severally and not jointly, indemnify and hold harmless the CompanyIssuer, each of its directors, its directors and officers, and each Person, if any, Person who controls “controls” the Company Issuer 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, damages, liabilities or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, to which the Company or any such director, officer, controlling Person, or other such Holder, partner, director, or officer, if any, or controlling such other Holder may become subject SEC Rule 405 under the Securities Act, Section 15 of the Securities Act or Section 20 of the Exchange Act or Act, and each other federal or state lawHolder, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise against all Claims arising out of or are based upon on (i) any untrue statement actual or alleged untrue statement of a material fact contained in the Registration Statement for registration of the Registrable Securitiesfact, or final prospectus contained therein or any amendments or supplements thereto, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary in order to make the statements statement included or incorporated therein not misleading, contained in each case to the extent Registration Statement, prospectus (and only to in light of the extent) that such lossescircumstances under which they were made), claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise out of or are other offering document based upon written information furnished to Issuer by or on behalf of such Holder and stated to be specifically for use therein, or (ii) any such untrue statement or alleged 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 Issuer, 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 only to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made therein in the Registration Statement, prospectus, offering memorandum or other document in reliance upon and in conformity with written information furnished to Issuer by or on behalf of such Holder and stated to be specifically for use therein; provided, however, that the Company several obligations of each of the Holders hereunder shall be limited to an amount equal to the net proceeds received by such Holder expressly for use in connection with such registrationfrom the sale of the Registrable Securities pursuant to the Registration Statement.

Indemnification by the Holders. To Each Electing Holder agrees, as a consequence of the extent permitted by law, each Holder will, if inclusion of any of such Holder's Registrable Securities held by such Holder are included in such Shelf Registration Statement, severally and not jointly, to (i) indemnify and hold harmless the Company, each of its directors, its officers, officers who sign any Shelf Registration Statement and each Personperson, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, 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, damages, damages or liabilities or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, to which the Company or any such director, officer, controlling Person, or other such Holder, partner, director, or officer, if any, or controlling such other Holder persons may become subject subject, under the Securities Act, the Exchange Act or other federal or state lawotherwise, insofar as such losses, claims, damages, damages or liabilities or expenses (or actions or proceedings in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in the such Shelf Registration Statement for registration of the Registrable Securitiesor Prospectus, or final prospectus contained therein any amendment or any amendments or supplements theretosupplement, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading (in the case of the Prospectus, in light of the circumstances under which they were made), in each case to the extent (and extent, but only to the 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 untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with written information furnished to the Company by such Holder expressly for use therein, and (ii) reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such registrationaction or claim as such expenses are incurred.

Indemnification by the Holders. To In the extent permitted by lawevent of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, each Holder willshall, if Registrable Securities held by such Holder are included in such Registration Statementseverally 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 directors, its officers, Hertz and each other Person, if any, who controls the Company Hertz within the meaning of the Securities Act, Act and any other Holder selling securities under the Exchange Act (each such Registration Statement or any of such other Holder's partners, directors or officers, if any, who control such HolderPerson being sometimes referred to as a “Company Indemnified Person”), against any losses, claims, damages, liabilities or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, Losses to which the Company Hertz or any such director, officer, controlling Person, or other such Holder, partner, director, or officer, if any, or controlling such other Holder Persons may become subject under the Securities Act, the Exchange Act or other federal or state lawotherwise, insofar as to the extent that such losses, claims, damages, liabilities or expenses Losses (or related actions or proceedings in respect thereofproceedings) arise out of or are based upon (A) any untrue statement or alleged untrue statement of a any material fact contained in the any Registration Statement in which Registrable Securities were included for registration of under the Registrable SecuritiesSecurities Act, or final prospectus contained therein any preliminary Prospectus or any amendments final Prospectus included in such Registration Statement (or supplements theretoany amendment or supplement to such Registration Statement or Prospectus), or arise out of or are based upon 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 therein, (in the case of the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made) not misleading, in each case case, only to the extent (and only to the 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 untrue statement or alleged untrue statement or omission or alleged omission was made therein in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to Hertz by such Holder, or on such Holder’s behalf, specifically for inclusion, respectively, in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; provided, however, that a Holder’s aggregate liability under this Agreement shall be limited to an amount equal to the Company net proceeds (after deducting the underwriter’s discount and expenses) received by such Holder expressly for use in connection with from the sale of such Holder’s Registrable Securities pursuant to such registration.

Indemnification by the Holders. To the extent permitted by lawEach Holder, each Holder willseverally and not jointly, if Registrable Securities held by such Holder are included in such Registration Statement, 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 directorsthe Company, its officers, each other Holder and each other Person, if any, who controls the Company or such other Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange 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, damages, liabilities or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, Losses 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 Persons may become subject under the Securities Act, the Exchange Act or other federal or state lawotherwise, insofar as to the extent that such losses, claims, damages, liabilities or expenses losses (or related actions or proceedings in respect thereofproceedings) arise out of or are based upon (A) any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement any registration statement in which Registrable Securities were included for registration of under the Registrable SecuritiesSecurities Act, or any preliminary prospectus or any final prospectus contained therein included in such registration statement (or any amendments amendment or supplements theretosupplement to such registration statement or prospectus), or arise out of or are based upon 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 therein, in light of the circumstances under which they were made, not misleading, in each case but only to the extent (and only to the 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 untrue statement or alleged untrue statement or omission or alleged omission was made therein in such registration statement, preliminary prospectus, final prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such 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 Agreement shall be limited to an amount equal to the net proceeds (after deducting the underwriter’s discount but before deducting expenses) received by such Holder expressly for use in connection with from the sale of such Holder’s Registrable Securities pursuant to such registration.

Indemnification by the Holders. To Each selling holder of Registrable Securities agrees (severally and not jointly) to indemnify and hold harmless, to the 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 and the Exchange Act), and each other selling holder of Registrable Securities, their respective officers, directors and partners, and each Person who controls (within the meaning of the Securities Act or the Exchange Act) such other selling holder (each, a “Company/Seller Indemnified Party” and, together with the Holder willIndemnified Parties, if the “Indemnified Parties”), from and against any Losses resulting from any untrue or allegedly untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement under which such Registrable Securities held were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission had been contained in any information furnished in writing by such Holder are included selling holder to the Issuer expressly for 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 Company/Seller Indemnified Party. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the net proceeds received by such holder from the sale of the Registrable Securities giving rise to such indemnification obligation. Each holder also shall indemnify any underwriters of the Registrable Securities, indemnify their officers, Table of Contents directors and hold harmless the Company, each of its directors, its officerspartners, and each Person, if any, Person who controls the Company such underwriters (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, damages, liabilities or expenses (including but not limited ) to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, the same extent as provided above with respect to which the Company or any such director, officer, controlling Person, or other such Holder, partner, director, or officer, if any, or controlling such other Holder may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for registration indemnification of the Registrable Securities, or final prospectus contained therein or any amendments or supplements thereto, or arise out of or are based upon the omission or alleged omission 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 (and only to the 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 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 such Holder expressly for use in connection with such registrationIssuer.

Indemnification by the Holders. To Each selling holder of Registrable Securities agrees (severally and not jointly) to indemnify and hold harmless, to the full extent permitted by law, the Issuer, its directors and officers and each Holder will, if Person who controls the Issuer (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 required to be stated in the Registration Statement under which such Registrable Securities held were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission had been con tained in any information furnished in writing by such Holder are included selling holder to the Issuer specifically for 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 indemnified party. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such holder under the sale of the Registrable Securities giving rise to such indemnification obligation. The Issuer shall be entitled to receive indemnities from, 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 inclus ion 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 directors, its officers, directors and each Person, if any, Person who controls the Company such underwriters (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, damages, liabilities or expenses (including but not limited ) to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, the same extent as provided above with respect to which the Company or any such director, officer, controlling Person, or other such Holder, partner, director, or officer, if any, or controlling such other Holder may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for registration indemnification of the Registrable Securities, or final prospectus contained therein or any amendments or supplements thereto, or arise out of or are based upon the omission or alleged omission 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 (and only to the 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 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 such Holder expressly for use in connection with such registrationIssuer.

Indemnification by the Holders. To As an integral term of the extent permitted Merger, the Holders shall severally (based on such Holder’s respective Pro Rata Share), but not jointly, indemnify, defend, reimburse, compensate and hold harmless the Parent, Merger Sub, the Surviving Corporation and each of their respective officers, directors, employees, partners, members, agents and Affiliates (the “Parent Indemnified Parties”) from and against any and all claims, losses, royalties, liabilities, damages (including solely with respect to Third-Party Claims and not with respect to any other claims, punitive, special, exemplary or similar damages claimed by such third Person), deficiencies, Taxes, reduction in net operating losses, diminution in value, interest and penalties, costs and expenses, including reasonable attorneys’ fees and expenses, and expenses of investigation and defense (collectively “Losses”) incurred or suffered by any such Parent Indemnified Parties directly or indirectly as a result of, with respect to or in connection with: (a) the failure (or, in the case of a Third-Party Claim, alleged failure) of any representation or warranty of the Company set forth herein or in any certificate, document or other instrument delivered pursuant to this Agreement to be true and correct in all respects as of the Agreement Date or as of the Closing (disregarding for purposes of this Section 7.2(a) any “material”, “in all material respects”, “Company Material Adverse Effect”, “Company’s Knowledge”, “knowledge” or similar qualification contained therein or with respect thereto solely for purposes of calculating Losses); (b) any failure by the Company or the Holder Representative to fully perform, fulfill or comply with any covenant or agreement set forth herein or in any certificate, document or other instrument delivered pursuant to this Agreement; (c) the failure of any item set forth in the Allocation Certificate to be accurate, true and correct in all respects as of the Closing (regardless of any approval of the Allocation Certificate by the Parent) or any error or omission in the computation of the Closing Consideration; (d) any claims by (i) any current or former holder or alleged current or former holder of any equity or ownership interest or equity security of the Company, including Company Securities or Security Rights with respect thereto, relating to or arising out of (A) the Transactions, this Agreement or any Related Agreement, including the allocation of the Merger Consideration, or (B) such Person’s status or alleged status as an equity holder or ownership of equity or ownership interests in the Company (including any predecessors) at any time at or prior to the Closing, whether for breach of fiduciary duty or otherwise, (ii) any Person to the effect that such Person is entitled to any equity or ownership interest or equity security or any payment in connection with the Transactions other than as specifically set forth on the Allocation Certificate or (iii) any Person with respect to any Security Right, stock option scheme or plan, unit option scheme or plan or any other scheme, plan, policy or Contract providing for equity or ownership interest compensation to any Person in respect of the Company; (e) any claims for indemnification or expense reimbursement by any Person who is or was an officer, director, employee, or agent of the Company or by any Person who was a member of the Scientific Advisory Board of the Company based upon events occurring before or at the Closing; (f) defending any Third-Party Claim alleging the occurrence of facts or circumstances or raising claims that, if true, regardless of the outcome of such defense, would entitle an Parent Indemnified Party to indemnification pursuant to any of the other provisions of this Section 7.2; (g) (i) all Taxes (or the non-payment thereof) of the Company for all taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any taxable period that include (but does not end on) the Closing Date (“Pre-Closing Tax Period”), (ii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company (or any predecessor) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation §1.1502-6 or any analogous or similar state, local, or non-U.S. law or regulation, and (iii) any and all Taxes of any person (other than the Company) imposed on the Company as a transferee or successor, by contract or pursuant to any law, each Holder willrule, if Registrable Securities held or regulation, which Taxes relate to an event or transaction occurring before the Closing (in the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes based on or measured by income, receipts, or payroll of the Company for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such Holder are included purpose, the taxable period of any partnership or other pass-through entity in which the Company holds a beneficial interest shall be deemed to terminate at such time) and the amount of other Taxes of the Company for a Straddle Period that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Registration Statement, Straddle Period); (h) any of the items set forth on Schedule 3.18 or that should have been set forth on Schedule 3.18; or (i) any obligation of the Company to indemnify and hold harmless the Company, each of its directors, its officers, and each Person, if any, who controls the Company within the meaning Xxxxx Xxxxxx pursuant to Section 9 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, damages, liabilities or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, to which the Company or any such director, officer, controlling Person, or other such Holder, partner, director, or officer, if any, or controlling such other Holder may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for registration of the Registrable Securities, or final prospectus contained therein or any amendments or supplements thereto, or arise out of or are based upon the omission or alleged omission 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 (and only to the 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 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 such Holder expressly for use in connection with such registrationCPD Acquisition Agreement.

Indemnification by the Holders. To Each selling holder of Registrable Securities agrees (severally and not jointly) to indemnify and hold harmless, to the full extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in such Registration Statement, indemnify and hold harmless the Company, each of its directors, its officers, directors and officers and each Person, if any, Person who controls the Company (within the meaning of the Securities Act or the Exchange Act, ) from 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, damages, liabilities or expenses (including but not limited to attorneys' fees and Losses resulting from any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, to which the Company or any such director, officer, controlling Person, or other such Holder, partner, director, or officer, if any, or controlling such other Holder may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for registration of the Registrable Securities, or final prospectus contained therein or any amendments or supplements thereto, or arise out omission of or are based upon the omission or alleged omission to state therein a material fact required to be stated in the Registration Statement under which such Registrable Securities were Registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading, in each case to the extent (and extent, but only to the 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 untrue statement or alleged untrue statement or omission or alleged omission made therein had been contained in reliance upon and in conformity with written any information furnished in writing to the Company by or on behalf of such Holder expressly selling holder specifically for use inclusion in connection such Registration Statement and was not corrected in a subsequent writing prior to or concurrently with the sale of the Registrable Securities to the Person asserting such registrationloss, claim, damage, liability or expense. 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, except in the case of willful fraud by such selling shareholder. 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 directors and each Person who controls such underwriters (within the meaning of the Securities Act or the Exchange Act) to the same extent as provided above with respect to the indemnification of the Company.

Indemnification by the Holders. To Each Stockholder shall, if Registrable Securities are included in a registration effected pursuant to this Agreement, indemnify and hold harmless, to the full extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in such Registration Statement, indemnify and hold harmless the Company, each of its respective officers, directors, its officersemployees, representatives and agents, and each Person, if any, person who controls 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) the Company, against any all losses, claims, damages, liabilities or and expenses (including but not limited to attorneys' fees reasonable costs of investigation 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 legal expenses) under the Securities Act, the Exchange Act or other federal or Act, applicable state securities law, insofar as such losses, claims, damages, liabilities common law or expenses (otherwise resulting from or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or and alleged untrue statement of a material fact contained in the any Registration Statement for registration of the Registrable SecuritiesStatement, any Prospectus, or final prospectus contained therein any amendment or any amendments or supplements supplement thereto, or arise out of or are based upon the any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, in each case to the extent (and only to the extent) that such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise same arises out of or are is based upon any such an untrue statement or alleged untrue statement of a material fact or an omission or alleged omission to state a material fact in such Registration Statement, Prospectus, amendment or supplement, as the case may be, made therein or omitted, as the case may be, in reliance upon and in conformity with written information furnished to the Company by such Holder Stockholder expressly for use therein, and will reimburse the Company, its respective officers, directors, employees, representatives and agents, and each person who controls (within the meaning of the Securities Act) the Company, for any legal and other expenses reasonably incurred as such expenses are incurred by the Company and each such controlling person in connection with investigating, defending, settling, compromising or paying any such registrationloss, claim, damage, liability or expense; provided, however, that the obligations of the Stockholders hereunder shall be limited to an amount equal to the gross proceeds before expenses and commissions to each such Stockholder of Registrable Securities sold as contemplated herein. This indemnity is in addition to any liability that such Stockholder may otherwise have.

Indemnification by the Holders. To the extent permitted by lawand any Agents and Underwriters. The Issuers may require, each Holder willas 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 Registrable any, with respect thereto, that the Issuers shall have received an undertaking reasonably satisfactory to them from the Holders of such Transfer Restricted Securities held by or Broker-Dealer Transfer Restricted Securities, as applicable, and from each underwriter named in any such Holder are included in such Registration Statementunderwriting agreement, if any, severally and not jointly, to (i) indemnify and hold harmless the CompanyIssuers, each and, in the case of its directorsa Shelf Registration Statement, its officers, and each Person, if any, who controls the Company within the meaning all other Holders 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 HolderTransfer Restricted Securities, against any losses, claims, damages, damages or liabilities or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, to which the Company or any such director, officer, controlling PersonIssuers, or other such Holder, partner, director, or officer, if any, or controlling such other Holder Holders of Transfer Restricted Securities or Broker-Dealer Transfer Restricted Securities, as applicable, may become subject subject, under the Securities Act, the Exchange Act or other federal or state lawotherwise, insofar as such losses, claims, damages, damages or liabilities or expenses (or actions or proceedings in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in the such Registration Statement for registration of the Registrable SecuritiesStatement, or any preliminary, final prospectus or summary Prospectus contained therein or furnished by the Issuers to any amendments such Holder, agent or supplements underwriter, if any, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent (and extent, but only to the 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 untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with written information furnished to the Company Issuers by such Holder or underwriter expressly for use therein, and (ii) reimburse the Issuers for any legal or other expenses reasonably incurred by the Company Issuers in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that no such Holder shall be required to undertake liability to any person under this Section 8(b) for any amounts in excess of the dollar amount of the proceeds to be received by such Holder from the sale of such Holder's Transfer Restricted Securities or Broker-Dealer Transfer Restricted Securities, as applicable, pursuant to such registration.

Indemnification by the Holders. To Each holder of Registrable Securities which are included or are to be included in any registration statement filed in connection with this Agreement, as a condition to including Registrable Securities in such registration statement, shall, to the full extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in such Registration Statementseverally and not jointly, indemnify and hold harmless the Company, each of its directors, its directors and officers, and each other Person, if any, who controls 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, damages, liabilities or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, Losses to which the Company or any such director, officer, controlling Person, director or other such Holder, partner, director, or officer, if any, officer or controlling such other Holder Person may become subject under the Securities Act, the Exchange Act or other federal or state lawotherwise, insofar as such losses, claims, damages, liabilities or expenses Losses (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement for any such registration of the Registrable Securitiesstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or final prospectus contained therein any amendment or any amendments or supplements supplement thereto, or arise out of or are based upon 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 the case of a prospectus, in the light of the circumstances under which they were made) not misleading, in each case to the extent (and only to the extent) that such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise out of or are based upon any if such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with written information furnished or confirmed in writing by such holder of Registrable Securities to the Company; provided, however, that in no event shall any indemnity provided by a Holder under this Section 7(b) exceed the net proceeds from the offering received by such Holder. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, member, partner, trust beneficiaries, shareholder or controlling Person and shall survive the transfer of such securities by such Holder expressly for use in connection with such registrationpursuant to Section 14(g) of this Agreement.

Indemnification by the Holders. To In connection with any Registration Statement in which a seller of Registrable Securities is participating, each such selling Holder will furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and, to the fullest extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in such Registration Statement, seller will indemnify and hold harmless reimburse the Company, each of Company and its directors, its officers, directors and officers and each Person, if any, Person who controls the Company (within the meaning of the Securities Act or the Exchange 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, damages, liabilities or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigatingDamages, preparing or defending against any litigationbased upon, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, to which the Company or any such director, officer, controlling Person, or other such Holder, partner, director, or officer, if any, or controlling such other Holder may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise arising out of or are based upon resulting from any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for registration of the Registrable SecuritiesStatement, Prospectus, or final prospectus contained therein any preliminary Prospectus or any amendments amendment thereof or supplements thereto, supplement thereto or arise out of or are based upon the any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case but only to the extent (and only to the 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 untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with written any information or affidavit so furnished in writing by such seller or any of its Seller Affiliates specifically for inclusion in the Registration Statement; provided, that the obligation to indemnify will be several, not joint and several, among such sellers of Registrable Securities, and the liability of each such seller of Registrable Securities will be in proportion to, and provided further that such liability will be limited to, the net amount received by such seller from the sale of Registrable Securities pursuant to such Registration Statement; provided, however, that such seller of Registrable Securities shall not be liable in any such case to the extent that prior to the filing of any such Registration Statement or Prospectus or amendment thereof or supplement thereto, such seller has furnished in writing to the Company by such Holder information expressly for use in connection with such registrationRegistration Statement or Prospectus or any amendment thereof or supplement thereto which corrected or made not misleading information previously furnished to the Company. Each seller shall indemnify the underwriters under terms customary to such underwritten offerings as reasonably requested by such underwriters. The Company and each seller 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 customarily furnished by such Persons in similar circumstances.

Indemnification by the Holders. To (a) After the extent permitted by lawClosing Date, each Holder willParent, if Registrable Securities held by such Holder are included in such Registration StatementPurchase Sub and their respective affiliates, indemnify and hold harmless the Companyofficers, each of its directors, its officersemployees, agents, successors and each Personassigns (collectively, if anythe "Parent Indemnified Parties") shall be indemnified and held harmless by the Holders, who controls the Company within the meaning severally, for any and all liabilities, losses, damages of the Securities Actany kind, 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 lossesdiminution in value, claims, damagescosts, liabilities or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigatingexpenses, preparing or defending against any litigationfines, commenced or threatenedfees, or any claim whatsoeverdeficiencies, and any and all interest, awards, judgments, amounts paid in settlement and penalties (including, without limitation, reasonable attorneys', consultants' and experts' fees and expenses and other costs of defending, investigating or settling claims) suffered, incurred, accrued (in accordance with U.S. GAAP) or paid by them (including, without limitation, in connection with any claim action brought or litigationotherwise initiated by any of them) (collectively, "Losses"), severally, to which the Company or any such director, officer, controlling Person, or other such Holder, partner, director, or officer, if any, or controlling such other Holder may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise arising out of or resulting from: (i) any inaccuracy or breach of any representation or warranty (without giving effect to any qualification as to materiality (or similar qualifications) contained therein) made by the Company in the Acquisition Documents; (ii) the breach of any covenant or agreement made by the Company (and to be performed prior to the Closing) in the Acquisition Documents; (iii) Losses from breach of contract or other claims made by any party alleging to have had a contractual or other right (with or involving the Company) to acquire the Company's capital stock or assets; (iv) the Reorganization (including, without limitation, any costs arising from shareholder claims and any Liabilities of Holdco, as defined in Schedule 6.09); or (v) the matters described on Schedule 9.02(a). (b) As used herein, Losses are based upon any untrue statement not limited to matters asserted by third parties, but include Losses incurred or alleged untrue statement sustained by the Parent Indemnified Parties in the absence of a material fact claims by third parties. (c) Notwithstanding anything to the contrary contained in this Agreement, the Registration Statement indemnification provided in this ARTICLE IX, which indemnification shall be satisfied exclusively by the Escrow Fund, shall be the sole and exclusive post-Closing remedy available to the Parent Indemnified Parties against the Holders for registration of the Registrable Securitiesany Losses except in connection with any claim under this Agreement for (A) non-monetary equitable remedies, (B) fraud or final prospectus contained therein or any amendments or supplements theretointentional misrepresentation, or arise (C) Losses arising out of or are based upon the omission resulting from any inaccuracy or alleged omission breach of any representation or warranty (without giving effect to state therein a material fact required any qualification as to be stated therein or necessary to make the statements therein not misleading, in each case to the extent (and only to the extent) that such losses, claims, damages, liabilities or expenses materiality (or actions similar qualifications) contained therein) made by the Holders in the Acquisition Documents or proceedings in respect thereof(D) arise Losses arising out of or are based upon resulting from the breach of any covenant or agreement made by the Holders in the Acquisition Documents ((C) and (D) collectively, "Holder Breach Losses"). For the avoidance of doubt, the indemnification remedies available to the Parent Indemnified Parties against the Holders for Holder Breach Losses shall be governed by SECTION 9.02(e) and accordingly, shall not be limited by this SECTION 9.02(c). (d) No indemnification payment by the Holders with respect to any indemnifiable Losses otherwise payable under SECTION 9.02(a)(i) and arising out of or resulting from the causes enumerated in SECTION 9.02(a)(i) shall be payable until such time as all such indemnifiable Losses shall aggregate to more than $500,000, after which time the Holders shall be liable in full for all indemnifiable Losses (including the first $500,000); provided, however, that the limitations set forth in this clause 9.02(d) shall not be operative with respect to Losses arising from breaches of any of the representations and warranties set forth in SECTIONS 3.01, 3.02, 3.03, 3.04, 3.05 and 3.06. (e) In addition to the Losses set forth in SECTION 9.02(a), after the Closing Date, Parent Indemnified Parties shall be indemnified and held harmless by each Holder for any Holder Breach Losses for which such Holder is responsible (but a Holder shall have no indemnification obligation for any Holder Breach Loss for which such Holder bears no responsibility). A Parent Indemnified Party may choose to seek indemnification payment from any such untrue statement Holder through a claim on the Escrow Fund (which claim shall be paid by the Escrow Agent out of the funds attributable to such Holder's relative pro rata interest in the Escrow Fund) or alleged untrue statement otherwise (or omission or alleged omission made therein in reliance upon and in conformity with written information furnished both). Notwithstanding anything to the Company contrary contained in this Agreement, except with respect to claims for non-monetary equitable remedies, the maximum liability of any Holder under this Agreement shall not exceed that portion of the Transaction Consideration received by such Holder expressly for use in connection with such registrationpursuant to this Agreement. (f) Parent, Purchase Sub, the Holders, and the Company agree to treat all indemnification payments payable pursuant to this Article IX as adjustments to the Transaction Consideration (to the maximum extent allowable under applicable law).

Indemnification by the Holders. To the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included joining in such Registration Statement, registration will indemnify and hold harmless the Company, each of its directors, each of its officersofficers who has signed the registration statement, and each Personperson, if any, who controls the Company within the meaning of Section 15 of the Securities Act, any underwriter and any other Holder selling securities under controlling person of any such Registration Statement or any of such other Holder's partners, directors or officers, if any, who control such Holderunderwriter, against any losses, claims, damages, or liabilities (joint or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, several) to which any of the Company or any such director, officer, controlling Person, or other such Holder, partner, director, or officer, if any, or controlling such other Holder foregoing persons may become subject subject, under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities or expenses (or actions or proceedings in respect thereofthereto) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for registration of the Registrable Securities, or final prospectus contained therein or any amendments or supplements thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingViolation, in each case to the extent (and only to the 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 untrue statement or alleged untrue statement or omission or alleged omission made therein Violation occurs in reliance upon and in conformity with written information (including, without limitation, written negative responses to inquiries) furnished to the Company by such Holder expressly for use in connection with such registration.; and each such Holder will pay, as incurred, any legal or other expenses reasonably incurred by any person intended to be indemnified pursuant to this Section 1.9(b), in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the indemnity agreement contained in this Section 1.9(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; provided, further, that in no event shall any indemnity under this Section 1.9(b) exceed the net proceeds from the offering received by such Holder, except in the case of willful fraud by such Holder; provided, further, that the indemnity under this

Indemnification by the Holders. To the extent permitted by lawEach Holder, each Holder willseverally and not jointly, shall, if Registrable Securities held by or issuable to such Holder are included in such Registration Statementthe securities to which a registration is being effected, indemnify and hold harmless the CompanyParent, each of its directors, its officers, directors and officers and each Person, if any, person who controls the Company Parent within the meaning of the Securities Act, and any each other Holder selling securities under such Registration Statement or any Holder, each of such other Holder's partners, officers and directors or officers, if any, who control and each person controlling such other Holder, against any all claims, losses, claims, damages, costs, expenses and liabilities or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, to which the Company or any such director, officer, controlling Person, or other such Holder, partner, director, or officer, if any, or controlling such other Holder may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities or expenses nature whatsoever (or actions or proceedings in respect thereof) arise arising out of or are based upon on any untrue statement (or alleged untrue statement statement) of a material fact contained in the any such Registration Statement for registration of the Registrable Securitiesor that prospectus incident to any such registration, or final prospectus contained therein or any amendments or supplements thereto, or arise arising out of or are based upon the on any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or 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 each Holder will reimburse Parent, 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 (and extent, but only to the 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 untrue statement (or alleged untrue statement statement) or omission (or alleged omission omission) concerns the Holder and is made therein in such Registration Statement or prospectus in reliance upon and in conformity with written information furnished to the Company Parent in an instrument duly executed by such Holder expressly and stated to be specifically for use therein; provided, however, any indemnification by each Holder pursuant to the foregoing is subject to the condition that, insofar as any such claim, loss, damage, cost, expense, liability or action arises out of or is based on any such untrue statement (or alleged untrue statement) or omission (or alleged omission) made in connection with the preliminary prospectus but eliminated or remedied in the Final Prospectus, any such registrationindemnification by a Holder shall not inure to the benefit of Parent or any other Holder if a copy of the Final Prospectus was furnished to the person or entity asserting the claim, loss, damage, cost, expense, liability or action at or prior to the time such action was required by the Securities Act. The liability of any Holder under this Section 4.2 shall be limited in respect of any Registration Statement to an amount equal to the aggregate proceeds received in respect of the Registrable Securities sold by such Holder under such Registration Statement.

Indemnification by the Holders. To the extent permitted by law, each Each Holder will, if Registrable Securities held by such Holder are included in such Registration Statementthe registration statement or Prospectus, severally and not jointly, indemnify and hold harmless the Company, each of its directorsall other Holders or any prospective underwriter, its officers, and each Person, if any, who controls as the Company within the meaning of the Securities Actcase may be, and any other Holder selling securities under such Registration Statement or any of such other Holder's partnerstheir respective Affiliates, directors or directors, officers, if anymembers, who control such Holdermanagers, general and limited partners and Controlling Persons (collectively, the “Company Indemnified Parties”), against any losses, claims, damages, liabilities or all Claims and expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, to which the Company or any such director, officer, controlling Person, or other such Holder, partner, director, or officer, if any, or controlling such other Holder may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise arising out of or are based upon on: any untrue statement or alleged untrue statement of a material fact contained in the a Registration Statement for registration of the Registrable SecuritiesStatement, Prospectus or Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or final prospectus contained therein or any amendments or supplements thereto, or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in the case of the foregoing), to the extent, but only to the extent (and only to the 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 untrue statement or alleged untrue statement or omission (or alleged omission omission) is made therein in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder expressly and stated to be specifically for use therein; and provided that the aggregate liability Table of Contents 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 such registrationany Registration Statement pursuant to Section 2.1 shall be limited to the obligations contained in this Section 2.7.

Indemnification by the Holders. To In the extent permitted by lawevent of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, each Holder will, if Registrable Securities held by such Holder are included in such Registration Statement, 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 directors, its officers, the Company and each other Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, and any other Holder selling securities under Act (each such Registration Statement or any of such other Holder's partners, directors or officers, if any, who control such Holderperson being sometimes referred to as a "COMPANY INDEMNIFIED PERSON"), against any losses, claims, damages, liabilities or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, Losses 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 Persons may become subject under the Securities Act, the Exchange Act or other federal or state lawotherwise, insofar as to the extent that such losses, claims, damages, liabilities or expenses losses (or related actions or proceedings in respect thereofproceedings) arise out of or are based upon (A) any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement any registration statement in which Registrable Securities were included for registration of under the Registrable SecuritiesSecurities Act, or any preliminary prospectus or any final prospectus contained therein included in such registration statement (or any amendments amendment or supplements theretosupplement to such registration statement or prospectus), or arise out of or are based upon 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 therein, in light of the circumstances under which they were made, not misleading, in each case case, only to the extent (and only to the 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 untrue statement or alleged untrue statement or omission or alleged omission was made therein in such registration statement, preliminary prospectus, final prospectus, amendment or supplement in reliance upon and in 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 Holder expressly agrees to reimburse such Company Indemnified Person for use any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that a Holder's aggregate liability under this Agreement shall be limited to an amount equal to the net proceeds (after deducting the underwriter's discount but before deducting expenses) received by such Holder from the sale of such Holder's Registrable Securities pursuant to such registration.

Indemnification by the Holders. To 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 extent permitted by lawCompany shall have received an undertaking reasonably satisfactory to it from each of the Holders of such Registrable Securities, each Holder willother person registering Company securities pursuant to such registration statement or any underwriter or selling agent, if Registrable Securities held by such Holder are included in such Registration Statementto severally and not jointly, indemnify and hold harmless (in the Company, each same manner and to the same extent as set forth in subsection (a) of this Section 7) the Company and its directors, its officers, controlling persons, any underwriter or selling agent and each Personall other prospective sellers and their respective directors, if anyofficers, who controls the Company within the meaning of the Securities Actgeneral and limited partners, managing directors, and any other Holder selling securities under such Registration Statement or any their respective controlling persons (for purposes of such other Holder's partners, directors or officers, if any, who control such Holder, against any losses, claims, damages, liabilities or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigationthis Section 7(b), severally, "Indemnified Persons") but only with respect to which the Company or any such director, officer, controlling Person, or other such Holder, partner, director, or officer, if any, or controlling such other Holder may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereofa) arise out of or are based upon 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 Securities Act, any preliminary, final or summary prospectus contained in the Registration Statement for registration of the Registrable Securitiestherein, or final prospectus contained therein any amendment or supplement thereto or, (b) any amendments or supplements thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent (and only to the 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 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 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 survive the transfer of such securities by such Holder expressly indemnifying party; provided, however, that no such indemnifying party shall be liable under this Section 7 for use in connection with any amounts exceeding the product of the purchase price per Registrable Security and the number of Registrable Securities being sold pursuant to such registrationregistration statement or prospectus by such indemnifying party.

Indemnification by the Holders. To Each Holder agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in such Registration Statement, indemnify and hold harmless the Company, each of its directors, its officers, employees, stockholders and each Person, if any, person who controls 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, 0000 Xxx) against any losses, claims, damages, liabilities or expenses and expense (including but not limited reasonable attorney fees) resulting from (i) such Holder’s failure to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing comply with the prospectus delivery requirements of the 1933 Act; (ii) the use by such Holder of an outdated 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 defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective; or (iii) any such director, officer, controlling Person, or other such Holder, partner, director, or officer, if any, or controlling such other Holder may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for registration of the Registrable Securities, or final prospectus contained therein or any amendments or supplements thereto, or arise out omission of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or in any Blue Sky Application or necessary to make the statements therein not misleading, in each case (A) to the extent, but only to the extent that (and only to the extent1) that such losses, 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 is contained in reliance upon and in conformity with written 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 Blue Sky Application or (2)such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or such form of Prospectus or in any amendment or supplement thereto. In no event shall the liability of a Holder be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such registrationHolder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation, except in the case of fraud or willful misconduct by such Holder.

Indemnification by the Holders. To the extent permitted by lawEach Holder shall, each Holder will, if Registrable Securities held by such Holder are included in such Registration Statementseverally and not jointly, indemnify and hold harmless the Company, each of its the Company’s controlled Affiliates and their respective officers, directors, its officersmanagers, partners and representatives, and each of their respective successors and assigns (each such Person being sometimes referred to as a “Company Indemnified Person, if any, who controls 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, damages, liabilities or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, Losses 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 Persons may become subject under subject, to the Securities Act, the Exchange Act or other federal or state law, insofar as extent that such losses, claims, damages, liabilities or expenses Losses (or related actions or proceedings in respect thereofproceedings) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for registration of the Registrable Securities, or final prospectus contained therein or any amendments or supplements thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case Holder Fault by such Holder but only to the extent (and only to the 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 untrue statement or alleged untrue statement omission is contained in any information or omission or alleged omission made therein affidavit so furnished in reliance upon and in conformity with written information furnished to the Company writing by such Holder expressly for use therein;. ; provided, however, that the indemnity agreement contained in connection this Section 8.2 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 unreasonably withheld; and provided, further, that in no event shall the aggregate amounts payable by any Holder liable for a Holder Fault by way of indemnity or contribution under Section 8.2 or Section 8.4 exceed the proceeds from the offering received by such Holder (net of any selling expenses paid by such Holder), except in the case of fraudulent misrepresentation or willful misconduct by such Holder. The obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities liable for such Holder Fault, and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with such registrationrespect to indemnification of the Company.

Indemnification by the Holders. To the extent permitted by law, each Each Holder will, if Registrable Securities held by such Holder are included in such Registration Statement, severally and not jointly shall indemnify and hold harmless the CompanyBasic, each of its directors, its directors and officers, and each Personperson, if any, who controls Basic within the Company meaning of Section 15 of the Securities Act, and each agent and any underwriter (within the meaning of the Securities Act, ) for Basic 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, the JetStar Stockholders’ Representative against any losses, claims, damagesdamages or liabilities, liabilities joint or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severallyseveral, to which the Company Basic or any such director, officer, controlling Personperson, agent or other such Holder, partner, director, or officer, if any, or controlling such other Holder underwriter may become subject under the Securities Act, the Exchange Act or other federal or state lawotherwise, insofar as such losses, claims, damages, damages or liabilities or expenses (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the Shelf Registration Statement for registration of the Registrable Securities, or any preliminary or final Prospectus included therein (including any free-writing prospectus contained therein filed under Rule 424 under the Securities Act or any amendments or supplements thereto, ) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein 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 (and extent, but only to the 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 untrue statement or alleged untrue statement or omission or alleged omission was made therein in the Shelf Registration Statement, preliminary or final Prospectus, or amendments or supplements thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder expressly for use in connection with such registration; and each such Holder shall reimburse any legal or other expenses reasonably incurred by Basic or any such director, officer, controlling person, agent, underwriter or the JetStar Stockholders’ Representative in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this Section 9(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of such Holder (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 deducting any underwriting or broker’s discounts or commissions but before deducting expenses) received by such Holder from the sale of Registrable Securities covered by such Shelf Registration Statement.

Indemnification by the Holders. To the extent permitted by law, each Each Holder will, if Registrable Securities held by such Holder are included in such Registration Statement, severally and not jointly shall indemnify and hold harmless the CompanyBasic, each of its directors, its officers, legal counsel and accountants, each Personperson, if any, who controls Basic within the Company meaning of Section 15 of the Securities Act, and each agent and any underwriter (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, ) for Basic against any lossesLosses, claims, damages, liabilities joint or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severallyseveral, to which the Company Basic or any such director, officer, legal counsel, accountant, controlling Person, person or other such Holder, partner, director, or officer, if any, or controlling such other Holder underwriter may become subject under the Securities Act, the Exchange Act or other federal or state lawotherwise, insofar as such losses, claims, damages, liabilities or expenses Losses (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the Shelf Registration Statement for registration of the Registrable Securities, or any preliminary or final Prospectus included therein (including any free-writing prospectus contained therein filed under Rule 424 under the Securities Act or any amendments or supplements thereto, ) or any document incorporated by reference in any of the foregoing or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein 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 (and extent, but only to the 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 untrue statement or alleged untrue statement or omission or alleged omission was made therein in the Shelf Registration Statement, preliminary or final Prospectus, or amendments or supplements thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder expressly for use in connection with such registration; and each such Holder shall reimburse any legal or other expenses reasonably incurred by Basic or any such director, officer, legal counsel, accountant, controlling person, or underwriter in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this Section 9(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of such Holder (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 deducting any underwriting or broker’s discounts or commissions but before deducting expenses) received by such Holder from the sale of Registrable Securities covered by such Shelf Registration Statement.

Indemnification by the Holders. To In the extent permitted by lawevent of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, each Holder willshall, if Registrable Securities held by such Holder are included in such Registration Statementseverally 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 directors, its officers, the Company and each other Person, if any, who controls the Company within the meaning of the Securities Act, Act and any other Holder selling securities under the Exchange Act (each such Registration Statement or any of such other Holder's partners, directors or officers, if any, who control such HolderPerson being sometimes referred to as a “Company Indemnified Person”), against any losses, claims, damages, liabilities or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, Losses 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 Persons may become subject under the Securities Act, the Exchange Act or other federal or state lawotherwise, insofar as to the extent that such losses, claims, damages, liabilities or expenses losses (or related actions or proceedings in respect thereofproceedings) arise out of or are based upon (A) any untrue statement or alleged untrue statement of a any material fact contained in the any Registration Statement in which Registrable Securities were included for registration of under the Registrable SecuritiesSecurities Act, or final prospectus contained therein any preliminary Prospectus or any amendments final Prospectus included in such Registration Statement (or supplements theretoany amendment or supplement to such Registration Statement or Prospectus), or arise out of or are based upon 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 therein, (in the case of the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made) not misleading, in each case case, only to the extent (and only to the 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 untrue statement or alleged untrue statement or omission or alleged omission was made therein in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement in reliance upon and in 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 Holder expressly agrees severally but not jointly to reimburse such Company Indemnified Person for use any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that a Holder’s aggregate liability under this Agreement shall be limited to an amount equal to the net proceeds (after deducting the underwriter’s discount and expenses) received by such Holder from the sale of such Holder’s Registrable Securities pursuant to such registration.

Indemnification by the Holders. To the extent permitted by lawEach Holder shall, each Holder will, if Registrable Securities held by such Holder are included in such Registration Statementseverally but not jointly, indemnify and hold harmless harmless, to the fullest extent permitted by applicable law, the Company, each of its directors, its officers, employees, stockholders and each Person, if any, person who controls 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, 0000 Xxx) against any losses, claims, damages, liabilities or expenses and expense (including but not limited reasonable attorney fees) resulting from (x) such Holder’s failure to attorneys' fees and deliver a Prospectus in connection with 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 sales under the Registration after the Company or 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 such director, officer, controlling Person, or other such Holder, partner, director, or officer, if any, or controlling such other Holder may become subject sales under the Securities Act, the Exchange Act Registration Statement or other federal or state law, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereofy) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for registration of the Registrable Securities, or final prospectus contained therein or any amendments or supplements thereto, or arise out omission of or are based upon the omission or alleged omission to state therein 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 statements therein not misleading, in each case to the extent, but only to the extent (and only to the 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 untrue statement or alleged omission is contained in (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 the Holder in connection with 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 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 or liability would have been corrected. In no event shall the liability of an Holder be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Holder in connection with any claim relating to this Section 6 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company omission) received by such Holder expressly for use upon the sale of the Registrable Securities included in connection with the Registration Statement giving rise to such registrationindemnification obligation.

Indemnification by the Holders. To the extent permitted by law, each Each Holder will, if Registrable Securities held by such Holder are included in such Registration Statementany registration statement filed pursuant to Section 2 hereof, indemnify and hold harmless the CompanyIssuer, each of its directors, its officers, legal counsel, and accountants, each Holder and each of their officers, directors and partners, and each Person, if any, who controls person controlling such Holder (to the Company within the meaning of the Securities Act, and any other Holder selling securities under extent such Registration Statement or any of such other Holder's partners, directors or officers, if any, who control Registrable Securities were included in such Holderregistration), against any all claims, losses, claims, damages, damages and liabilities or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, to which the Company or any such director, officer, controlling Person, or other such Holder, partner, director, or officer, if any, or controlling such other Holder may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise arising out of or are based upon on any untrue statement (or alleged untrue statement statement) of a material fact contained in the Registration Statement for any such registration of the Registrable Securitiesstatement, prospectus, offering circular or other document, or final prospectus contained therein or any amendments or supplements thereto, or arise out of or are based upon the omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the 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 (and extent, but only to the 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 untrue statement (or alleged untrue statement statement) or omission (or alleged omission omission) is made therein in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company Issuer by such Holder expressly and stated to be specifically for use therein; provided, however, that the obligations of such Holder hereunder will be limited to an amount equal to the net proceeds to such Holder (after deducting any underwriter's discounts and commissions and all other expenses paid by such Holder in connection with the registration in question) and shall not apply to amounts paid in settlement of any such registrationclaims, losses, damages or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld).

Indemnification by the Holders. To the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in such Registration Statement, The Holders shall indemnify and hold harmless the Company, each of its directors, its officers, Parent and each Personperson, if any, who controls the Company Parent within the meaning of Section 15 of the Securities ActAct or Section 20 of the Exchange Act and each of their respective directors, officer, employees, trustees and any other Holder selling securities under such Registration Statement or any of such other Holder's partnersagents (collectively, directors or officers, if any, who control such Holder, the "PARENT INDEMNIFIED PARTIES") against any losses, claims, damages, damages or liabilities or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, to which the Company or any such director, officer, controlling Person, or other such Holder, partner, director, or officer, if any, or controlling such other Holder Parent Indemnified Parties may become subject subject, under the Securities Act, the Exchange Act or other federal or state lawotherwise, insofar as such losses, claims, damages, damages or liabilities or expenses (or actions or proceedings in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for registration of the Registrable SecuritiesStatement, or any preliminary, final prospectus or summary Prospectus contained therein or furnished by Parent to the Holders, or any amendments amendment or supplements supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent (and extent, but only to the 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 untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with written information furnished to Parent by the Company by such Holder Holders expressly for use therein, and the Holders shall, and hereby agree to, reimburse the Parent Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such registrationaction or claim as such expenses are incurred; provided, however, that the indemnity agreement contained in this Section 7(b) shall not apply to amounts paid in settlement of any such losses, claims, damages or liabilities if such settlement is effected without the consent of the Holders (which consent shall not be unreasonably withheld).

Indemnification by the Holders. To In the extent permitted by lawevent of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, each Holder will, if Registrable Securities held by such Holder are included in such Registration Statement, 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 directors, its officers, the Company and each other Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, and any other Holder selling securities under Act (each such Registration Statement or any of such other Holder's partners, directors or officers, if any, who control such Holderperson being sometimes referred to as a “Company Indemnified Person”), against any losses, claims, damages, liabilities or expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), severally, Losses 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 Persons may become subject under the Securities Act, the Exchange Act or other federal or state lawotherwise, insofar as to the extent that such losses, claims, damages, liabilities or expenses losses (or related actions or proceedings in respect thereofproceedings) arise out of or are based upon (A) any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement any registration statement in which Registrable Securities were included for registration of under the Registrable SecuritiesSecurities Act, or any preliminary prospectus or any final prospectus contained therein included in such registration statement (or any amendments amendment or supplements theretosupplement to such registration statement or prospectus), or arise out of or are based upon 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 therein, in light of the circumstances under which they were made, not misleading, in each case case, only to the extent (and only to the 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 untrue statement or alleged untrue statement or omission or alleged omission was made therein in such registration statement, preliminary prospectus, final prospectus, amendment or supplement in reliance upon and in 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 Holder expressly agrees to reimburse such Company Indemnified Person for use any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that, a Holder’s aggregate liability under this Agreement shall be limited to an amount equal to the net proceeds (after deducting the underwriter’s discount but before deducting expenses) received by such Holder from the sale of such Holder’s Registrable Securities pursuant to such registration.