Common use of Indemnification by the Holders Clause in Contracts

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

Indemnification by the Holders. Each In connection with any registration statement in which a Holder will, if of Registrable Securities held by him are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Companyparticipating, each of such Holder shall furnish to NationsRent in writing such information and affidavits as NationsRent reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, shall indemnify NationsRent, its directors and officers and each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company NationsRent (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules and regulations thereunderAct) against any losses, each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, liabilities and expenses and liabilities (or actions in respect thereof) arising out of or based on upon any untrue statement (or alleged untrue statement) statement of a material fact contained in any such the registration statement, prospectus, offering circular prospectus or other document, preliminary prospectus or any amendment thereof or supplement thereto or any omission (or alleged omission) to state therein omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company NationsRent by such Holder and stated to be specifically stating that it is for use thereinin the preparation of such registration statement, prospectus or preliminary prospectus, amendment or supplement; provided that the obligation to indemnify shall be individual, not joint and several, for each Holder and shall be limited to the net amount of proceeds received by such Holder from the sale of Registrable Securities pursuant to such registration statement. In connection with an underwritten offering, the selling Holders of Registrable Securities shall indemnify such underwriters, their officers and directors and each person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of NationsRent.

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

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

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

Indemnification by the Holders. Each Holder willseverally agrees to indemnify and hold harmless the Company and the other selling Holders, if Registrable Securities held by him are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, and each of its their respective directors and officers (including each director and officer of the Company who signed the Registration Statement), and each underwriterPerson, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (or any other than such Holder) or such underwriter selling Holder within the meaning of Section 15 of the Securities Act and Act, to the rules and regulations thereundersame extent as the indemnity contained in Section 5(a) hereof (except that any settlement described in Section 5(a)(ii) shall be effected only with the written consent of such Holder), each other but only insofar as such Holder and each of their officersloss, directors and partnersliability, and each Person controlling such Holder claim, damage or other stockholder, against all claims, losses, damages, expenses and liabilities (or actions in respect thereof) arising expense arises out of or is based on upon (i) any untrue statement (or omission, or alleged untrue statement) of statements or omissions, made in a material fact contained in any such registration statement, prospectus, offering circular or other document, Registration Statement (or any omission amendment thereto) or any Prospectus (or alleged omissionany amendment or supplement thereto) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such selling Holder and stated to be specifically expressly for use thereinin such Registration Statement (or any amendment thereto) or such Prospectus (or any amendment or supplement thereto), or (ii) such Holder's failure to deliver a Prospectus to any purchaser of Registrable Securities where such a delivery obligation was applicable to such Holder's sale of Registrable Securities and such Holder had been provided with a reasonable number of copies of such Prospectus for the relevant deliveries thereof. In no event shall the liability of any Holder under this Section 5(b) be greater in amount than the dollar 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. Each Holder will, if If Registrable Securities held by him of a Holder are included in any registration statement filed in accordance with Section 2.1, 2.2 or 2.3, such Holder does hereby agree, severally and not jointly, to indemnify and hold harmless (in the securities same manner and to the same extent as to which such registration, qualification or compliance is being effected, indemnify set forth in Section 3.1) the Company, each all other Holders or any prospective underwriter, as the case may be, and any of its directors and their respective Affiliates, directors, officers and each underwritercontrolling Persons, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules and regulations thereunder, each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and liabilities (or actions in with respect thereof) arising out of or based on to any untrue statement (in or alleged untrue statement) of a material fact contained in any omission from such registration statement, prospectusany preliminary, offering circular final or other documentsummary prospectus contained therein, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal Free Writing Prospectus or any other expenses reasonably incurred in connection with investigating amendment or defending supplement to any such claimof the foregoing, loss, damage, liability or action, in each case to the extent, but only to the extent, that if such untrue statement (or alleged untrue statement) or omission (or alleged omission) is was made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information with respect to such Holder furnished to the Company by such Holder and stated to be specifically expressly for use thereinin the preparation of such registration statement, preliminary, final or summary prospectus or Free Writing Prospectus or amendment or supplement, or a document incorporated by reference into any of the foregoing. Such indemnity will remain in full force and effect regardless of any investigation made by or on behalf of the Company or any of the Holders, or any of their respective Affiliates, directors, officers or controlling Persons and will survive the Transfer of such Securities by such Holder. 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 actually received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

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

Indemnification by the Holders. Each Holder will, if If Registrable Securities held by him of a Holder are included in any registration statement filed in accordance with Section 2.1, 2.2 or 2.3, such Holder does hereby agree, severally and not jointly, to indemnify and hold harmless (in the securities same manner and to the same extent as to which such registration, qualification or compliance is being effected, indemnify set forth in Section 3.1) the Company, each of its directors and officers and each all other Holders or any prospective underwriter, if anyas the case may be, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules and regulations thereunder, each other such Holder and each any of their respective Affiliates, directors, officers, directors managers and partnerscontrolling Persons, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and liabilities (or actions in with respect thereof) arising out of or based on to any untrue statement (in or alleged untrue statement) of a material fact contained in any omission from such registration statement, prospectusany preliminary, offering circular final or other documentsummary prospectus contained therein, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal Free Writing Prospectus or any other expenses reasonably incurred in connection with investigating amendment or defending supplement to any such claimof the foregoing, loss, damage, liability or action, in each case to the extent, but only to the extent, that if such untrue statement (or alleged untrue statement) or omission (or alleged omission) is was made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information with respect to such Holder furnished to the Company by such Holder and stated to be specifically expressly for use thereinin the preparation of such registration statement, preliminary, final or summary prospectus or Free Writing Prospectus or amendment or supplement, or a document incorporated by reference into any of the foregoing. Such indemnity will remain in full force and effect regardless of any investigation made by or on behalf of the Company or any of the Holders, or any of their respective Affiliates, directors, officers or controlling Persons and will survive the Transfer of such Securities by such Holder. 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 actually received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by the Holders. Each Holder will, if Registrable Securities held by him such Holder are included in the securities as to which such registration, qualification or compliance is being effected, severally and not jointly, indemnify the Company, each of its directors and officers and each underwriter, if any, of the Company's securities covered by such a registration statement, each person Person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules and regulations thereunder, each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and liabilities (or actions in respect thereof) arising out of or based on upon any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder shareholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and expressly stated to be specifically for use therein; provided, however, that the liability of any such Holder under this Section 6.2 shall be limited to the amount of proceeds received by such Holder in the offering giving rise to such liability.

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

Indemnification by the Holders. Each Holder willhereby agrees, if Registrable Securities held and by him are included requesting registration of Designated Shares, each Holder agrees, that in connection with each registration statement effected pursuant hereto in which Common Stock issued upon exercise of all or any portion of the securities as Warrants (the "Holder Common Stock") is to which such registrationbe disposed of, qualification or compliance is being effectedeach of the participating Holders shall, severally but not jointly, indemnify and hold harmless, to the fullest extent permitted by law, the Company, each of its directors other selling Holder and officers their respective directors, officers, agents and each underwriter, if any, of the Company's securities covered by such a registration statement, employees and each person who controls the Company and each other selling Holder (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules Exchange Act) and regulations thereunderthe managing underwriter if any, each other such Holder and its directors, officers, agents, and employees and each person who controls such underwriter (within the meaning of their officersthe Securities Act and Exchange Act), directors and partnersin each case against any losses, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, liabilities and expenses and liabilities (or actions in respect thereof) arising out of or based on resulting from any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein of a material fact required to be stated therein in such registration statement or prospectus or preliminary prospectus or necessary to make the statements therein not misleading, and will reimburse to the Company, each of its directors and officers, each underwriter extent that such untrue statement or control Person, each other Holder and each of their officers, directors and partners and each Person controlling omission is contained in any information furnished by such Holder to the Company expressly for inclusion in such registration statement or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending prospectus; provided that each Holder will not be liable to the Company to the extent that any such claim, loss, damage, damage or liability arises out of or action, in each case to the extent, but only to the extent, that such is based on any untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance based upon and in conformity with written information furnished to a Holder by an instrument duly executed by the Company by such Holder and stated to be specifically for use therein.

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

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

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

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

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

Indemnification by the Holders. Each Holder willThe Company may require, if as a condition to including any Registrable Securities held by him are included in any registration statement filed in accordance with Article 4, that the Company shall have received an undertaking reasonably satisfactory to it from the Holder of such Registrable Securities to indemnify and hold harmless (in the securities same manner and to the same extent as to which such registration, qualification or compliance is being effected, indemnify set forth in Section 4.5(a)) the Company, each of its directors all other Holders and officers and each any prospective underwriter, if anyas the case may be, and any of their respective Affiliates, directors, officers, general and limited partners, members and managing members and controlling Persons, with respect to any statement or alleged statement in or omission or alleged omission from such Registration Statement, any Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 promulgated under the Company's securities covered by such a registration statement, each person who controls the Company (other than such HolderSecurities Act) or any amendment thereof or supplement thereto, if such underwriter within the meaning of the Securities Act and the rules and regulations thereunder, each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular statement or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is was made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information with respect to such Holder furnished to the Company by such Holder and stated to be specifically expressly for use thereinin the preparation of such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) or any amendment thereof or supplement thereto, or a document incorporated by reference into any of the foregoing; provided, however, that each Holder’s obligation to indemnify hereunder shall be several, not joint and several, and each Holder’s aggregate liability hereunder and under Section 4.5(e) with respect to any particular registration shall be limited to an amount equal to the net proceeds received by such Holder from the Registrable Securities sold by such Holder in such registration. Such indemnity will remain in full force and effect regardless of any investigation made by or on behalf of the Company or any of the Holders, or any of their respective affiliates, directors, officers or controlling Persons and will survive the Transfer of such securities by such Holder.

Indemnification by the Holders. Each Holder willhereby agrees, if Registrable Securities held and by him are included --------------------------------- requesting registration of Designated Shares, each Holder agrees, that in connection with each registration statement effected pursuant hereto in which Common Stock issued upon exercise of all or any portion of the securities as Warrants (the "Holder Common Stock") is to which such registrationbe disposed of, qualification or compliance is being effectedeach of the participating Holders shall, severally but not jointly, indemnify and hold harmless, to the fullest extent permitted by law, the Company, each of its directors other selling Holder and officers their respective directors, officers, agents and each underwriter, if any, of the Company's securities covered by such a registration statement, employees and each person who controls the Company and each other selling Holder (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules Exchange Act) and regulations thereunderthe managing underwriter if any, each other such Holder and its directors, officers, agents, and employees and each person who controls such underwriter (within the meaning of their officersthe Securities Act and Exchange Act), directors and partnersin each case against any losses, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, liabilities and expenses and liabilities (or actions in respect thereof) arising out of or based on resulting from any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein of a material fact required to be stated therein in such registration statement or prospectus or preliminary prospectus or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made contained in any information furnished by such Holder to the Company expressly for inclusion in such registration statement, statement or prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use therein.

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

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

Indemnification by the Holders. Each Holder willagrees, if Registrable Securities held severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by him are included in the securities as to which such registrationlaw, qualification or compliance is being effected, indemnify the Company, each of its directors directors, officers, employees, stockholders and officers and each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules and regulations thereunderAct) against any losses, each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses liabilities and liabilities expense (or actions in respect thereofincluding reasonable attorney fees) arising out of or based on resulting from any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein of a material fact required to be stated therein in the Registration Statement or Prospectus or preliminary prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading, to the extent, but only to the extent that such untrue statement or omission is contained in 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 and will reimburse the Company, each of its directors and directors, officers, each underwriter or control Personemployees, each other Holder stockholders and each person who controls the Company (within the meaning of their officers, directors and partners and each Person controlling such Holder or other stockholder the Securities Act) for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, loss, damage, damage or liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission action in respect thereof). In no event shall the liability of a Holder be greater in amount than the dollar amount of the proceeds (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company net of all expense paid by such Holder and stated in connection with any claim relating to be specifically for use thereinthis Section 6) 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. Each Holder willseverally agrees to indemnify and hold harmless the Company and the other selling Holders, if Registrable Securities held by him are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, and each of its their respective directors and officers (including each director and officer of the Company who signed the Registration Statement), and each underwriterPerson, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (or any other than such Holder) or such underwriter selling Holder within the meaning of Section 15 of the Securities Act and Act, to the rules and regulations thereundersame extent as the indemnity contained in Section 5(a) hereof (except that any settlement described in Section 4(a)(ii) shall be effected only with the written consent of such Holder), each other but only insofar as such Holder and each of their officersloss, directors and partnersliability, and each Person controlling such Holder claim, damage or other stockholder, against all claims, losses, damages, expenses and liabilities (or actions in respect thereof) arising expense arises out of or is based on upon (i) any untrue statement (or omission, or alleged untrue statement) of statements or omissions, made in a material fact contained in any such registration statement, prospectus, offering circular or other document, Registration Statement (or any omission amendment thereto) or any Prospectus (or alleged omissionany amendment or supplement thereto) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such selling Holder and stated to be specifically expressly for use thereinin such Registration Statement (or any amendment thereto) or such Prospectus (or any amendment or supplement thereto), or (ii) such Holder's failure to deliver a Prospectus to any purchaser of Registrable Securities where such a delivery obligation was applicable to such Holder's sale of Registrable Securities and such Holder had been provided with sufficient copies of such Prospectus for the relevant deliveries thereof. In no event shall the liability of any Holder under this Section 4(b) be greater in amount than the dollar 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. Each Holder will, if Registrable Securities held by him such Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors officers, directors, partners, employees, agents, attorneys and officers consultants, and each underwriter, if any, of the Company's securities covered by such a registration statement, each person Person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules and regulations thereunder, each other such Holder and each of their officers, directors directors, partners, employees, agents, attorneys and partnersconsultants, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and liabilities liabilities, joint and several (or actions in respect thereof) arising out of or based on upon any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be he stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors officers, directors, partners, employees, agents, attorneys and officersconsultants, each underwriter or control Person, each other Holder and each of their officers, directors directors, partners, employees, agents, attorneys and partners consultants and each Person controlling such Holder or other stockholder shareholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder with respect to such Holder and expressly stated to be specifically for use therein; provided, however, that the liability of any such Holder under this Section 7.2 shall be limited to the amount of proceeds received by such Holder in the offering giving rise to such liability.

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

Indemnification by the Holders. Each Holder will, if Registrable ------------------------------ Securities held by him such Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, and each of its directors officers, directors, legal counsel and officers accountants, and each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholderAct, against all claims, losses, damages, expenses damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Holder of any rule or regulation promulgated under the Act or any state securities laws applicable to the Holder and relating to action or inaction required by the Holder in connection with any such registration, qualification or compliance, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder indemnified person for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by or on behalf of such Holder and stated to be specifically for use therein. Each Holder shall also indemnify and hold harmless any underwriter of the Registrable Securities, their officers, directors, partners, members and agents and each person who controls such underwriters on substantially the same basis as that of the indemnification of the Company provided in this Section 5.2; provided, however, that in no event -------- ------- shall any indemnity obligation under this Section 5.2 exceed the dollar amount of the net proceeds actually received by such Holder from the sale of Registrable Securities which gave rise to such indemnification obligations under such registration statement or prospectus.

Indemnification by the Holders. Each Holder will, if If any Registrable Securities held by him are ------------------------------ included in any registration statement, the securities as to which such registration, qualification or compliance is being effected, Holders shall indemnify and hold harmless the Company, and each of its directors the Company's directors, officers, agents, attorneys, representatives and officers affiliates, and each underwriterother Person who participates as an underwriter in the offering or sale of such securities and each other Person, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules and regulations thereunder, each other such Holder and (each of their officersthe foregoing, directors and partnersa "Company Indemnitee"), and each Person controlling such Holder or other stockholderinsofar as ------------------ losses, against all claims, losses, damages, expenses and damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arising arise out of or based on with respect to any untrue statement (contained in, or alleged untrue statement) of a material fact contained in any omission from, such registration statement, any preliminary prospectus, offering circular final prospectus or other documentsummary prospectus contained therein, or any omission (amendment or supplement thereto, if such statement or alleged omission) to state therein a material fact required to be stated therein statement or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (omission or alleged untrue statement) or omission (or alleged omission) is was made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically the Holders expressly for use thereinin the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, and the Holders shall reimburse each Company Indemnitee for any legal or any other fees, costs and expenses reasonably incurred by such Company Indemnitee in connection with investigating or defending any such loss, claim, liability, action or proceeding.

Indemnification by the Holders. Each Holder will, if As a condition to including any Registrable Securities held of any person or entity in any registration statement filed pursuant to Article II, each Holder of Registrable Securities, to the extent permitted by him are included law, hereby agrees to indemnify and hold harmless (in the securities same manner and to the same extent as to which such registration, qualification or compliance is being effected, indemnify set forth in subdivision (a) of this Section 5.1 the CompanyCorporation), each director of its directors and officers and the Corporation, each underwriterofficer of the Corporation, each other person, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter Corporation within the meaning of the Securities Act and the rules and regulations thereunderAct, each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made selling securities in such registration statement, and any controlling Person of any such other Holder, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, offering circular final prospectus or other document summary prospectus contained therein, or any amendment or supplement thereto, if, and only if, such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company Corporation directly by such Holder and stated to be specifically for use therein; provided, however, that the indemnity agreement contained in this Section 5.1(b) shall not apply to amounts paid in settlement of any losses, claims, damages, liabilities or actions if such settlement is effected without the consent of the Holder; and provided, further, however, that the obligation of any Holder hereunder shall be limited to an amount equal to the net proceeds (after deduction of all underwriters discounts and commissions paid by such Holder) received by such Holder upon the sale of Registrable Securities sold in the offering covered by such registration, unless such liability arises out of or is based upon such Holder’s willful misconduct.

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

Indemnification by the Holders. Each Holder will, if Registrable Securities held by him are included in the securities as agrees to which such registration, qualification or compliance is being effected, indemnify and hold harmless the Company, each present or past member of its directors the Board, each past or present officer, employee, agent and officers investment adviser of the Company and each underwriterother Person, if any, who Controls any of the Company's securities covered foregoing, together with the members, partners, officers, directors, trustees, stockholders, employees, agents and investment advisers of such Controlling Person against any losses, claims, damages, and expenses (including, without limitation, reasonable attorneys’ fees), joint or several, to which the Company or any such indemnitees may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities and expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon, (i) any untrue statement or alleged untrue statement of a material fact in or omission or alleged omission to state a material fact from such Shelf Registration Statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon information provided by such a registration statementHolder, each person who controls the Company or (other than such Holderii) or such underwriter within the meaning any violation of the Securities Act or state securities laws or rules thereunder by such Holder. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the rules Company or any such Board member, officer, employee, agent, investment adviser or Controlling Person and regulations thereunder, each other shall survive the transfer of such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and liabilities (or actions in respect thereof) arising out of or based on securities by any untrue statement (or alleged untrue statement) Holder. The obligation of a material fact contained in Holder to indemnify will be several and not joint, among the Holders of Registrable Securities. The liability of any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omissionHolder pursuant to this Section 5(b) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or actionmay, in each case to no event, exceed the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company net proceeds received by such Holder and stated from sales of Registrable Securities giving rise to be specifically for use thereinthe indemnification obligations of such Holder.

Indemnification by the Holders. Each To the extent set forth in the second sentence of this Section 2.6(b), each Holder willshall, if Registrable Securities or other securities held by him such Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors directors, officers, employees and officers and agents, each underwriter, if any, of the Company's securities covered by such a registration statementRegistration Statement, each person Person who controls the Company (other than such Holder) or such underwriter within the meaning of Section 15 of the Securities Act and the rules and regulations thereunderAct, each other such Holder and Holder, each of their such other Holder's officers, directors directors, employees, agents and partners, and each Person controlling such Holder or other stockholder, within the meaning of Section 15 of the Securities Act against all expenses, claims, losses, damages, expenses damages and liabilities (or actions in respect thereof) ), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based on any untrue statement (or alleged untrue statement) of a material fact made by the Holder and contained in any such registration statementRegistration Statement, prospectusProspectus, offering circular or other document, or any amendment or supplement thereto or incident to any such registration, qualification or compliance or based on any omission (or alleged omission) to state therein a material fact required to be made by the Holder and stated therein or necessary to make the statements therein not misleadingmisleading or any violation by the Company of any rule or regulation promulgated under the Securities Act applicable to the Company in connection with such registration, and will qualification or compliance as a result of any statement (or based on any omission to state or alleged omission) required to be made by such Holder. Each such Holder shall reimburse the Company, each of its directors and such other Holders, directors, officers, each underwriter or employees, agents, partners, Persons, underwriters and control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder persons for any legal or any other expenses reasonably incurred in connection with investigating investigating, preparing or defending any such expense, claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statementRegistration Statement, prospectusProspectus, offering circular or other document or any amendment or supplement thereto in reliance upon and in conformity with written information furnished by the Holder to the Company by an instrument duly executed by such Holder and stated to be specifically for use therein; provided, however, that the obligations of such Holders hereunder shall be limited to an amount equal to the proceeds to each such Holder of Registrable Securities sold as contemplated herein in connection with the particular registration qualification or compliance involved.

Indemnification by the Holders. Each To the full extent permitted by law, each Holder will, if selling Registrable Securities held by him are included pursuant to a registration provided in the securities as to which such registrationthis Agreement, qualification or compliance is being effectedseverally and not jointly, will indemnify and hold harmless the Company, its subsidiaries, its Affiliates, each of its directors directors, each of its officers, employees, agents and officers representatives, any underwriter retained by the Company and each underwriterperson, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act or the Exchange Act, any other Holder selling securities pursuant to such registration and the rules any of such other Holder's subsidiaries, Affiliates, officers, directors, employees, agents and regulations thereunder, each other such Holder representatives and each of their officers, directors successors and partners, assigns and each Person controlling person, if any, who controls such other Holder within the meaning of the Securities Act or the Exchange Act, against any Losses which are imposed on, incurred by or asserted against any such indemnified party under the Securities Act, the Exchange Act or any securities laws or other stockholderlaws of any jurisdiction, against all claimscommon law or otherwise, losses, damages, expenses and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or actionthe registration of securities provided in this Agreement, in each case to the extent, but extent (and only to the extent, ) that such Losses arise out of or are based upon an untrue statement (or alleged untrue statement) statement in, or omission (or alleged omission) is made in such omission from, a registration statementstatement or prospectus or any amendment or supplement thereto, prospectusor any Free Writing Prospectus with respect thereto, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically expressly for use therein; provided, however, that in no event shall any indemnity under this Section 7.2, together with any amounts payable under Section 7.3, exceed the net proceeds received by such indemnifying Holder from the offering out of which such Losses arise.

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

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

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

Indemnification by the Holders. Each Holder willshall, separately and not jointly, if Registrable Securities held by him such Holder are included in the securities as to which such registration, qualification or compliance is being effectedeffected pursuant to this Agreement, indemnify the Company, each of its directors and officers officers, and each underwriterperson who controls (within the meaning of Section 15 of the Securities Act) the Company, each underwriter thereof, if any, of the Company's securities covered by such a registration statement, and each person who controls the Company (other than such Holder) or such underwriter within the meaning of Section 15 of the Securities Act Act) any such underwriter, and the rules and regulations thereundereach other Holder, each other such Holder and each of their its directors, officers, directors stockholders, members and partners, and each Person controlling person who controls (within the meaning of Section 15 of the Securities Act) such Holder or other stockholderHolder, against all expenses, claims, losses, damages, expenses damages and liabilities (or actions in respect thereof) ), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based on any untrue statement (or alleged untrue statement) statement of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will such Holder shall reimburse the Company, each of its directors and officers, and each person who controls the Company, each underwriter or control Personand each person who controls such underwriter, and each other Holder, each other Holder of its directors, officers and partners, and each of their officersperson who controls such other Holder, directors for all legal and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating investigating, preparing or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) omission is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Holder and stated to be specifically for use therein; provided, however, that the liability of a Holder for indemnification under this Section 10(b) shall not exceed the gross proceeds from the offering received by such Holder.

Indemnification by the Holders. Each Holder willhereby agrees, if Registrable Securities held and by him are included requesting registration of Designated Shares, each Holder agrees, that in connection with each registration statement effected pursuant hereto in which Common Stock issued upon exercise of all or any portion of the securities as Warrants (the "Holder Common Stock") is to which such registrationbe disposed of, qualification or compliance is being effectedeach of the participating Holders shall, severally but not jointly, indemnify and hold harmless, to the fullest extent permitted by law, the Company, each of its directors other selling Holder and officers their respective directors, officers, agents and each underwriter, if any, of the Company's securities covered by such a registration statement, employees and each person who controls the Company and each other selling Holder (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules Exchange Act) and regulations thereunderthe managing underwriter if any, each other such Holder and its directors, officers, agents. and employees and each person who controls such underwriter (within the meaning of their officersthe Securities Act and Exchange Act), directors and partnersin each case against any losses, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, liabilities and expenses and liabilities (or actions in respect thereof) arising out of or based on resulting from any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein of a material fact required to be stated therein in such registration statement or prospectus or preliminary prospectus or necessary to make the statements therein not misleading, and to the extent that such untrue statement or omission is contained in any information furnished by such folder to the Company expressly for inclusion in such registration statement or prospectus; provided that each Holder will reimburse not be liable to the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending Company to the extent that any such claim, loss, damage, damage or liability arises out of or action, in each case to the extent, but only to the extent, that such is based on any untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance based upon and in conformity with written information furnished to a Holder by an instrument duly executed by the Company by such Holder and stated to be specifically for use therein.

Indemnification by the Holders. Each Holder will, if Registrable Securities held by him or issuable to such Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors and officers and each underwriter, if any, of the Company's securities covered by such a registration statementofficers, each person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules and regulations thereunder, each other such Holder and each of their officers, directors and partnersAct, and each Person other Holder, each of such other Holder's officers and directors and each person controlling such Holder or other stockholderHolder, against all claims, losses, damages, costs, expenses and liabilities of any nature whatsoever (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other documentdocuments (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by such Holder of the Act or any state securities law or of any rule or regulation promulgated under the 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, qualification or compliance, and will reimburse the Company, each of its directors and officerssuch other Holders, each underwriter such directors, officers or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, cost, expense, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company in an instrument duly executed by such Holder and stated to be specifically for use therein, except that the foregoing indemnity agreement is subject to the condition that, insofar as it relates to any such untrue statement (or alleged untrue statement) or omission (or alleged omission) made in the preliminary prospectus but eliminated or remedied in the Final Prospectus, such indemnity agreement shall not inure to the benefit of the Company or any Holder if a copy of the Final Prospectus was furnished to the person or entity asserting the claim, loss, damage, cost, expense, liability or action at or prior to the time such action is required by the Act. In no event shall the indemnity under this Section 4.7(b) exceed the gross proceeds from the offering received by such Holder.

Indemnification by the Holders. Each Holder will, if Registrable Securities held by him are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors and officers and each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules and regulations thereunder, each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use therein. Anything in this Agreement to the contrary notwithstanding, Purchaser's aggregate liability for any and all claims asserted by the Company under this Agreement, including this Section 6.2, shall be the amount of proceeds received by Purchaser from the sale of any Registered Securities (net of underwriter's discounts and commissions) submitted by it for inclusion in any and all registration statements hereunder.

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

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

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

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

Indemnification by the Holders. Each Holder will, if If any Registrable Securities held by him are included in any registration statement, the securities as to which Holders of such registrationRegistrable Securities so registered shall, qualification or compliance is being effectedand hereby do, severally and not jointly, indemnify and hold harmless (in the same manner and to the same extent as set forth in section 6.1 above) the Company, each of its directors and officers and each underwriterdirector and officer of the Company, and each other Person, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules and regulations thereunderAct, each other such Holder and each of their officerswith respect to all losses, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and or liabilities ("Losses") to which the Company or actions in respect thereof) arising such control person becomes subject under the Securities Act, insofar as such Losses arise out of or are based on upon any untrue statement (or alleged untrue statement) statement of a material fact contained in any such registration statement, any preliminary prospectus, offering circular final prospectus or other documentsummary prospectus contained therein, or any amendment or supplement thereto, or an omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling if such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information pertaining to such Holder and furnished to the Company by such Holder and stated to be specifically for use thereinin the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement (pursuant to the penultimate paragraph of section 4), provided, however, that no Holder shall have any liability under this section 6.2 for any amount in excess of the net proceeds actually received by such Holder from the sale of the Registrable Securities included in such registration statement.

Indemnification by the Holders. Each To the extent permitted by law, each Holder will, if Registrable Securities securities held by him such Holder are included in the securities as to which such registration, qualification or compliance is being effectedeffected pursuant to terms hereof, severally but not jointly, indemnify the Company, each of its directors and officers and each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act Act, and the rules and regulations thereunder, each other person selling the Company's securities covered by such Holder registration statement, and each of their officersthe Representatives of the foregoing parties, directors and partners, and each Person person controlling such Holder or other stockholderpersons within the meaning of the Securities Act, against all claims, losses, damages, expenses damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by such Holder of any rule or regulation promulgated under the Securities Act applicable to such Holder and relating to action or inaction required of such Holder in connection with any such registration, qualification or compliance, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use therein.; provided, however, that the indemnity contained herein shall not apply to amounts paid in settlement of any claim, loss, damage,

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

Indemnification by the Holders. Each Holder will, if Registrable Securities held by him are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors and officers and each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules and regulations thereunder, each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained contained, on the effective date thereof, in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use therein; PROVIDED, HOWEVER, that in no event shall the liability of any Holder for indemnification under this Section 5 in its capacity as a seller of Registrable Securities exceed the amount equal to the proceeds to such Holder of the securities sold in any such registration; and PROVIDED FURTHER, however, that no selling Holder shall be required to indemnify any Person against any liability arising from any untrue or misleading statement or omission contained in any preliminary prospectus if such deficiency is corrected in the final prospectus or for any liability which arises out of the failure of any Person to deliver a prospectus as required by the Securities Act.

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

Indemnification by the Holders. Each Holder will, if Registrable Securities held by him such Holder are included in the securities as to which such registration, qualification or compliance is being effected, severally and not jointly, indemnify the CompanyCorporation, each of its directors and officers and each underwriter, if any, of the CompanyCorporation's securities covered by such a registration statement, each person Person who controls the Company Corporation (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules and regulations thereunder, each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and liabilities (or actions in respect thereof) arising out of or based on upon any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the CompanyCorporation, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder shareholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company Corporation by such Holder and expressly stated to be specifically for use therein; provided, however, that the liability of any such Holder under this Section 3.06(b) shall be limited to the amount of proceeds received by such Holder in the offering giving rise to such liability.

Indemnification by the Holders. Each To the extent permitted by law, each Holder will, if Registrable Securities held by him such Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors and officers and its legal counsel and independent accountants, each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of SECTION 15 of the Securities Act Act, and the rules and regulations thereunder, each other such Holder Holder, each of its officers and directors and each of their officers, directors and partners, and each Person person controlling such Holder or other stockholderwithin the meaning of Section 15 of the Securities Act, against all claims, losses, damages, expenses damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and such Holders, such directors, officers, each underwriter legal counsel, independent accountants, underwriters or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Holder and stated to be specifically for use therein; provided, however, that the obligations of such Holders hereunder shall be limited to an amount equal to the gross proceeds before expenses and commissions to each such Holder of Registrable Securities sold as contemplated herein.

Indemnification by the Holders. Each Holder will, if If any Registrable Securities held by him are included in any registration statement, the securities as to which Holders of such registrationRegistrable Securities so registered shall, qualification or compliance is being effectedand hereby do, severally and not jointly, indemnify and hold harmless (in the same manner and to the same extent as set forth in section 6.1 above) the Company, each of its directors and officers and each underwriterdirector and officer of the Company, and each other Person, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules and regulations thereunderAct, each other such Holder and each of their officerswith respect to all losses, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and or liabilities ("Losses") to which the Company or actions in respect thereof) arising such control person becomes subject under the Securities Act, insofar as such Losses arise out of or are based on upon any untrue statement (or alleged untrue statement) statement of a material fact contained in any such registration statement, any preliminary prospectus, offering circular final prospectus or other documentsummary prospectus contained therein, or any amendment or supplement thereto, or an omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling if such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information pertaining to such Holder and furnished to the Company by such Holder and stated to be specifically for use thereinin the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, provided, however, that no Holder shall have any liability under this section 6.2 for any amount in excess of the net proceeds actually received by such Holder from the sale of the Registrable Securities included in such registration statement.

Indemnification by the Holders. Each Holder will, if Registrable Securities held by him are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors and officers and each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules and regulations thereunder, each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained contained, on the effective date thereof, in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use therein; provided, however, that in no event shall the liability of any Holder for indemnification under this Section 8 in its capacity as a seller of Registrable Securities exceed the amount equal to the proceeds to such Holder of the securities sold in any such registration; and provided further, however, that no selling Holder shall be required to indemnify any Person against any liability arising from any untrue or misleading statement or omission contained in any preliminary prospectus if such deficiency is corrected in the final prospectus or for any liability which arises out of the failure of any Person to deliver a prospectus as required by the Securities Act.

Indemnification by the Holders. Each Holder will, if Registrable Securities held by him such Holder are included in the securities as to which such registration, qualification or compliance is being effected, severally and not jointly, indemnify the Company, each of its directors and officers and each underwriter, if any, of the Company's securities covered by such a registration statement, each person Person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules and regulations thereunder, each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and liabilities (or actions in respect thereof) arising out of or based on upon any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder shareholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and expressly stated to be specifically for use therein; PROVIDED, HOWEVER, that the liability of any such Holder under this Section 6.2 shall be limited to the amount of proceeds received by such Holder in the offering giving rise to such liability.

Indemnification by the Holders. Each To the extent permitted by law, each Holder will, if Registrable Securities held by him such Holder are included in the securities as to which such registration, qualification qualification, or compliance is being effected, indemnify the Companyand hold harmless SumTotal, each of its directors directors, officers, partners, legal counsel, and officers accountants and each underwriter, if any, of the Company's SumTotal’s securities covered by such a registration statement, each person who controls the Company (other than such Holder) SumTotal or such underwriter within the meaning of Section 15 of the Securities Act and the rules and regulations thereunderAct, each other such Holder Holder, and each of their officers, directors directors, and partners, and each Person person controlling such Holder or other stockholderHolder, against all claims, losses, damages, expenses damages and liabilities (or actions in respect thereof) arising out of or based on on: (i) any untrue statement (or alleged untrue statement) of a material fact contained or incorporated by reference in any such registration statement, prospectus, offering circular circular, or other document, or (ii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the CompanySumTotal and such Holders, each of its directors and directors, officers, each underwriter partners, legal counsel, and accountants, persons, underwriters, or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability liability, or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular circular, or other document in reliance upon and in conformity with written information furnished to the Company SumTotal by such Holder and stated to be specifically for use therein; provided, however, that the obligations of such Holder hereunder shall not apply to amounts paid in settlement of any such claims, losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld); and provided that in no event shall any indemnity under this Section 5.6(b) exceed the net proceeds from the offering received by such Holder; and provided, further, that the obligation under this Section 5.6(b) shall be individual and not joint and several and shall apply only to the extent that an untrue statement or omission was contained in written information furnished by such holder.

Indemnification by the Holders. Each Holder will, severally and not jointly with any other Holder, if Registrable Securities held by him or issuable to such Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors and officers and who sign such registration statement, each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act Act, and the rules and regulations thereundereach other Holder, each of such other such Holder and each of their Holder's officers, directors and partners, partners and each Person person controlling such Holder or other stockholderHolder, against all claims, losses, damages, costs, expenses and liabilities whatsoever (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other documentdocuments (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and such other Holders, such directors, officers, each underwriter partners, persons or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder underwriters for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, cost, expense, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in (or omitted from) such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Holder and stated to be specifically for use therein; provided, however, that the foregoing indemnity agreement is subject to the condition that, insofar as it relates to any such untrue statement (or alleged untrue statement) or omission (or alleged omission) made in (or omitted from) the preliminary prospectus but eliminated or remedied in the amended prospectus on file with the SEC at the time the registration statement becomes effective or the amended prospectus filed with the SEC pursuant to Rule 424(b) of the General Rules and Regulations promulgated under the Securities Act (the "Final Prospectus"), such indemnity agreement shall not inure to the benefit of any underwriter or any Holder, if there is no underwriter, if a copy of the Final Prospectus was furnished to the person or entity asserting the loss, liability, claim or damage at or prior to the time such action is required by the Securities Act; and provided, further, the total amount for which any Holder shall be liable under this Section 1.7(b) shall not in any event exceed the aggregate net proceeds received by such Holder from the sale of Registrable Securities held by such Holder in such registration.

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

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

Indemnification by the Holders. Each Holder will, if If any Registrable Securities held by him are included in any registration statement, the securities as to which Holders of such registrationRegistrable Securities so registered shall, qualification or compliance is being effectedand hereby do, severally and not jointly, indemnify and hold harmless (in the same manner and to the same extent as set forth in section 5.1 above) the Company, each of its directors and officers and each underwriterdirector and officer of the Company, and each other Person, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules and regulations thereunderAct, each other such Holder and each of their officerswith respect to all losses, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and or liabilities ("Losses") to which the Company or actions in respect thereof) arising such control person becomes subject under the Securities Act, insofar as such Losses arise out of or are based on upon any untrue statement (or alleged untrue statement) statement of a material fact contained in any such registration statement, any preliminary prospectus, offering circular final prospectus or other documentsummary prospectus contained therein, or any amendment or supplement thereto, or an omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling if such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information pertaining to such Holder and furnished to the Company by such Holder and stated to be specifically for use thereinin the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, provided, however, that no Holder shall have any liability under this section 6.2 for any amount in excess of the net proceeds actually received by such Holder from the sale of the Registrable Securities included in such registration statement.