Common use of Indemnification by the Holders Clause in Contracts

Indemnification by the Holders. To the fullest extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, indemnify and hold harmless the Company, all other Holders or any prospective underwriter, as the case may be, and any of their respective Affiliates, directors, officers and Controlling Persons (collectively, the “Company Indemnified Parties”), against all Claims and expenses arising out of or based on: (i) any untrue statement or alleged untrue statement of a material fact contained in a registration statement (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in 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, or Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder and stated to be specifically for use therein; and provided that the indemnity agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling Holder from the sale of Registrable Securities covered by such registration statement.

Indemnification by the Holders. To Each Holder severally (and not jointly) agrees to indemnify and hold harmless the Company and each of its Affiliates, directors, employees, members, managers, agents and each Person who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and any underwriter that facilitates the sale of Registrable Securities and any Person who controls such underwriter (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the fullest extent permitted by applicable law, each Holder will, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, indemnify from and hold harmless the Company, against any and all other Holders Losses to which they or any prospective underwriter, of them may become subject insofar as the case may be, and any of their respective Affiliates, directors, officers and Controlling Persons (collectively, the “Company Indemnified Parties”), against all Claims and expenses arising such Losses arise out of or are based on: (i) upon any untrue statement or alleged untrue statement of a material fact contained in a registration statement (Registration Statement pursuant to which Registrable Securities were registered, Prospectus, preliminary prospectus, Issuer Free Writing Prospectus or Holder Free Writing Prospectus included in any such Registration Statement, or in any amendment thereof or supplement thereto), including all documents incorporated therein by reference, or any arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleadingcase of any Prospectus, preliminary prospectus, Issuer Free Writing Prospectus or Holder Free Writing prospectus, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent (except with respect to a Holder Free Writing Prospectus), that any such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) omission is made contained in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with any written information furnished to the Company by or on behalf of such Holder and stated specifically for inclusion therein; provided, however, that the total amount to be specifically for use therein; and provided that the indemnity agreement contained in indemnified by such Holder pursuant to this Section 2.8(b9(b) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds (after deducting underwriters’ discounts and commissions) received by such selling Holder from in the sale offering to which such Registration Statement, Prospectus, preliminary prospectus or Free Writing Prospectus relates; provided, further, that a Holder shall not be liable in any case to the extent that prior to the filing of Registrable Securities covered by any such registration statementRegistration Statement, Prospectus, preliminary prospectus or Issuer Free Writing Prospectus or any amendment thereof or supplement thereto, each Holder has furnished in writing to the Company, information expressly for use in, and within a reasonable period of time prior to the effectiveness of such Registration Statement or the use of the Prospectus, preliminary prospectus or Issuer Free Writing Prospectus, or any amendment thereof or supplement thereto which corrected or made not misleading information previously provided to the Company. This indemnity agreement will be in addition to any liability which any such Holder may otherwise have.

Indemnification by the Holders. To the fullest extent permitted by lawEach Electing Holder agrees, each Holder willseverally and not jointly, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, to: (i) indemnify and hold harmless the Company, all other Holders or any prospective underwriter, as Company (for purposes of the case may be, and any of their respective Affiliates, directors, officers and Controlling Persons (collectivelySection 6, the “Company Indemnified PartiesPerson”), against all Claims and expenses arising any Losses to which the Company may become subject, under the Securities Act or otherwise, insofar as such Losses arise out of or are based on: (i) any upon an untrue statement or alleged untrue statement of a material fact contained in a such registration statement (statement, or any preliminary, final or free writing prospectus contained therein or furnished by the Company to any such Electing Holder, or any amendment or supplement thereto), including all documents incorporated therein by reference, or any arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent extent, that (A) such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in full conformity with written information furnished to the Company by or on behalf of such Electing Holder and stated to be specifically expressly for use thereintherein and (B) such Electing Holder had a reasonable opportunity to review the relevant registration statement or preliminary, final or free writing prospectus contained therein or amendment or supplement thereto prior to its filing and failed to correct such statement or omission; and provided (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 the indemnity agreement contained in no such Electing Holder shall be required to undertake liability to any person under this Section 2.8(b6(b) shall not apply to for any amounts paid in settlement of any such Claim if such settlement is effected without the consent excess of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence dollar amount of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds actually received by such selling Electing Holder from the sale of such Electing Holder’s Registrable Securities covered by pursuant to such registration statementregistration.

Indemnification by the Holders. To Each Holder agrees, as a consequence of the fullest extent permitted by law, each Holder will, if inclusion of any of its Registrable Securities held by such Holder are included in the registration statement or Prospectusa Registration Statement, severally and not jointly, to (i) indemnify and hold harmless the Company, all other Holders its directors (including any person who, with his or any prospective underwriterher consent, is named in the Registration Statement as a director nominee of the case may beCompany), and any of their respective Affiliates, directors, its officers and Controlling Persons each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Company "Holder Indemnified Parties”Person"), against all Claims and expenses arising any losses, claims, damages or liabilities to which the Holder Indemnified Person may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based on: (i) any upon an untrue statement or alleged untrue statement of a material fact contained in a registration statement (such Registration Statement or any amendment Prospectus or supplement thereto), including all documents incorporated therein by reference, arise out of or any are based upon the omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleading, (in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement in the case of a material fact contained in a Prospectus (or any amendment or supplement theretothe Prospectus), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent extent, that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in by such registration statement, Prospectus, or Issuer Free Writing Prospectus Holder 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 holder expressly for use therein; and provided provided, however, that the indemnity agreement contained in no Holder shall be liable under this Section 2.8(b6(b) shall not apply for any amount in excess of the gross proceeds paid to amounts paid such Holder in settlement respect of shares sold by it, and (ii) reimburse the Holder Indemnified Person for any legal or other expenses incurred in connection with investigating or defending any such Claim if action or claim as such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling Holder from the sale of Registrable Securities covered by such registration statementexpenses are incurred.

Indemnification by the Holders. To Each Holder agrees, severally and not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, indemnify and hold harmless law the Company, all other Holders or any prospective underwriterits directors, as the case may beofficers, stockholders, employees, agents, attorneys, and investment advisers and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, or is under common control with, or is controlled by, the Company, together with its Controlling Person, from and against all Damages to which the Company and any of their respective Affiliates, directors, officers and Controlling Persons may become subject under the Securities Act insofar as such Damages (collectively, the “Company Indemnified Parties”), against all Claims and expenses arising or proceedings in respect thereof) arise out of or are based on: (i) upon any untrue statement or alleged untrue statement of a material fact contained in a registration statement any Registration Statement (or any amendment or supplement thereto), ) pursuant to which Registrable Securities were registered under the Securities Act (including all documents incorporated therein by reference), or caused by any omission or alleged omission therefrom of to state therein a material fact, in each case, fact necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein made not misleading, in light of the circumstances under which they were made, or (iii) caused by any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (as amended or supplemented if the Company shall have furnished any amendment amendments or supplement supplements thereto), including all documents incorporated therein or caused by reference, or any omission or alleged omission therefrom of to state therein a material fact, in each case, fact necessary in order to make the statements therein not misleading, in light of the circumstances under which they were mademade not misleading, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only if and to the extent that such Damages arise out of or are based upon any such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is made omission based upon information relating to such Holder furnished in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished writing to the Company by such Holder (or by a Person authorized to provide such information on behalf of such Holder and stated to be specifically Holder) expressly for use inclusion therein; and provided provided, however, that the indemnity agreement contained in this Section 2.8(b(i) such selling Holder shall not apply to amounts paid be liable in settlement of any such Claim if case to the extent that such settlement is effected without Damages result from the consent failure of the Company to promptly amend or take action to correct or supplement any such Registration Statement or Prospectus on the basis of corrected or supplemental information provided in writing by such selling Holder to the Company expressly for such purpose and (ii) the total amount for which consent a Holder shall be liable hereunder shall not be unreasonably withheld or delayed); and provided, further, that in any event exceed the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net aggregate proceeds received by such selling Holder from the sale of Registrable Securities covered by in such registration statementregistration.

Indemnification by the Holders. To Each Holder agrees, as a consequence of the fullest extent permitted by law, each Holder will, if inclusion of any of its Registrable Securities held by such Holder are included in the registration statement or Prospectusa Registration Statement, severally and not jointly, to (i) indemnify and hold harmless the Company, all other Holders its directors (including any person who, with his or any prospective underwriterher consent, is named in the Registration Statement as a director nominee of the case may beCompany), and any of their respective Affiliates, directors, its officers and Controlling Persons each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Company Holder Indemnified PartiesPerson”), against all Claims and expenses arising any losses, claims, damages or liabilities to which the Holder Indemnified Person may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based on: (i) any upon an untrue statement or alleged untrue statement of a material fact contained in a registration statement (such Registration Statement or any amendment Prospectus or supplement thereto), including all documents incorporated therein by reference, arise out of or any are based upon the omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleading, (in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement in the case of a material fact contained in a Prospectus (or any amendment or supplement theretothe Prospectus), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent extent, that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in by such registration statement, Prospectus, or Issuer Free Writing Prospectus Holder 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 holder expressly for use therein; and provided provided, however, that the indemnity agreement contained in no Holder shall be liable under this Section 2.8(b6(b) shall not apply for any amount in excess of the gross proceeds paid to amounts paid such Holder in settlement respect of shares sold by it, and (ii) reimburse the Holder Indemnified Person for any legal or other expenses incurred in connection with investigating or defending any such Claim if action or claim as such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling Holder from the sale of Registrable Securities covered by such registration statementexpenses are incurred.

Indemnification by the Holders. To the fullest extent permitted by lawIn connection with any Registration Statement in which any Holder is participating pursuant to SECTION 2.1, SECTION 2.2 or SECTION 2.5 hereof, each Holder will, if Registrable Securities held shall promptly furnish to the Company in writing such information with respect to such Holder as the Company may reasonably request or as may be required by law for use in connection with any such Registration Statement or prospectus and all information required to be disclosed in order to make the information previously furnished to the Company by such Holder are included in the registration statement not materially misleading or Prospectus, indemnify and hold harmless the Company, all other Holders or any prospective underwriter, as the case may be, and any of their respective Affiliates, directors, officers and Controlling Persons (collectively, the “Company Indemnified Parties”), against all Claims and expenses arising out of or based on: (i) any untrue statement or alleged untrue statement of necessary to cause such Registration Statement not to omit a material fact contained in a registration statement (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, with respect to such Holder necessary in order to make the statements therein not misleading. Each Holder agrees to indemnify and hold harmless the Company, in light its partners, directors, officers, Affiliates, any underwriter retained by the Company and each Person who controls the Company or such underwriter (within the meaning of Section 15 of the circumstances under which they were made, (iiSecurities Act or Section 20 of the Exchange Act) from and against any untrue statement and all Liabilities arising out of or alleged untrue statement of a material fact contained in a Prospectus (or based upon any amendment or supplement thereto), including all documents incorporated therein by referenceuntrue, or any omission or alleged omission therefrom of a material factallegedly untrue, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus Registration Statement, prospectus or preliminary prospectus (as amended or supplemented if the Company shall have furnished any amendment amendments or supplement supplements thereto), including all documents incorporated therein by reference, ) or arising out of or based upon any omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleadingmisleading (or in the case of any prospectus, in light of the circumstances under which they such statements were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent), but if and only to the extent that such Liability arises out of or is based upon any untrue statement (or omission or alleged untrue statement) or omission (statement or alleged omission) is made omission contained in such registration statementRegistration Statement, Prospectus, preliminary prospectus or Issuer Free Writing Prospectus final prospectus in reliance upon and in conformity with written information concerning such Holder furnished in writing (including by email) by such Holder expressly for use therein and has not been corrected in a subsequent writing prior to or concurrently with the sale of the Registrable Securities to the Company by Person asserting such loss, claim, damage, liability or on behalf of such Holder and stated expense, provided, however, that the total amount to be specifically for use therein; and provided that the indemnity agreement contained in indemnified by each Holder pursuant to this Section 2.8(bSECTION 2.11(b) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to such Holders’ pro rata portion of the net proceeds (after deducting the underwriters’ discounts and commissions) received by such selling Holder from in the sale of Registrable Securities covered by such registration statementoffering to which the Registration Statement or prospectus relates.

Indemnification by the Holders. To the fullest extent permitted by lawEach holder of Registrable Securities, each Holder willseverally and not jointly, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, will (i) indemnify and hold harmless the Company, Issuers and all other Holders or any prospective underwriter, as the case may be, and any holders of their respective Affiliates, directors, officers and Controlling Persons (collectively, the “Company Indemnified Parties”)Registrable Securities, against all Claims and expenses arising any losses, claims, damages or liabilities to which the Issuers or such other holders of Registrable Securities may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based on: (i) any upon an untrue statement or alleged untrue statement of a material fact contained in a such registration statement statement, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Issuers to any such Electing Holder, or any amendment or supplement thereto), including all documents incorporated therein by reference, or any arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent extent, that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company Issuers by or on behalf of such Electing Holder and stated to be specifically expressly for use therein, and (ii) reimburse the Issuers for any legal or other expenses reasonably incurred by the Issuers in connection with investigating or defending any such action or claim as such expenses are incurred; and provided provided, however, that the indemnity agreement contained in no such Electing Holder shall be required to undertake liability to any person under this Section 2.8(b6(b) shall not apply to for any amounts paid in settlement of any such Claim if such settlement is effected without the consent excess of the Company (which consent shall not dollar amount of the proceeds to be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling Electing Holder from the sale of such Electing Holder’s Registrable Securities covered by pursuant to such registration statementregistration.

Indemnification by the Holders. To Each Holder severally (and not jointly) agrees to indemnify and hold harmless the Company and each of its Affiliates, directors, employees, members, managers, agents and each Person who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and any underwriter that facilitates the sale of Registrable Securities and any Person who controls such underwriter (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the fullest extent permitted by applicable law, each Holder will, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, indemnify from and hold harmless the Company, against any and all other Holders Losses to which they or any prospective underwriter, of them may become subject insofar as the case may be, and any of their respective Affiliates, directors, officers and Controlling Persons (collectively, the “Company Indemnified Parties”), against all Claims and expenses arising such Losses arise out of or are based on: (i) upon any untrue statement or alleged untrue statement of a material fact contained in a registration statement (any Registration Statement pursuant to which Registrable Securities were registered, Prospectus, preliminary prospectus, road show, Issuer Free Writing Prospectus included in any such Registration Statement, or in any amendment thereof or supplement thereto), including all documents incorporated therein by reference, or any arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleadingcase of any Prospectus, preliminary prospectus, road show, Issuer Free Writing Prospectus, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent 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, or Issuer Free Writing Prospectus in reliance upon and in conformity with any written information furnished to the Company by or on behalf of such Holder and stated specifically for inclusion therein; provided, however, that the maximum amount to be specifically for use therein; and provided that the indemnity agreement contained in indemnified by such Holder pursuant to this Section 2.8(b10(b) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds (after deducting underwriters’ discounts and commissions) received by such selling Holder from in the sale Public Offering to which such Registration Statement, Prospectus, preliminary prospectus, road show or Issuer Free Writing Prospectus relates; provided, further, that a Holder shall not be liable in any case to the extent that prior to the filing of Registrable Securities covered by any such registration statementRegistration Statement, Prospectus, preliminary prospectus, road show or Issuer Free Writing Prospectus or any amendment thereof or supplement thereto, each Holder has furnished in writing to the Company, information expressly for use in, and within a reasonable period of time prior to the effectiveness of such Registration Statement or the use of the Prospectus, preliminary prospectus, road show or Issuer Free Writing Prospectus, or any amendment thereof or supplement thereto which corrected or made not misleading information previously provided to the Company. This indemnity agreement will be in addition to any liability which any such Holder may otherwise have.

Indemnification by the Holders. To Each selling Holder of Registrable Securities agrees (severally and not jointly) to indemnify and hold harmless, to the fullest full extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, indemnify and hold harmless the Company, all other Holders or any prospective underwriter, as the case may be, and any of their respective Affiliates, its directors, officers and Controlling Persons partners, and each Person who controls the Company (collectively, within the “Company Indemnified Parties”meaning of the Securities Act and the Exchange Act), and each other selling Holder of Registrable Securities, their respective officers, directors and partners, and each Person who controls (within the meaning of the Securities Act or the Exchange Act) such Person, from and against all Claims and expenses arising out of or based on: any Losses resulting from (i) any untrue or allegedly untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission had been contained in any information furnished in writing by such selling Holder to the Company expressly for inclusion in such Registration Statement, and (ii) any misstatement in or omission from any representation or warranty, or any breach of covenant or agreement, in each case made or deemed made by such Holder in any underwriting or similar agreement entered by into by such Holder in connection with the particular registration. Each Holder also shall indemnify any underwriters of the Registrable Securities, their officers, directors and partners, and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Company. The liability of any Holder for indemnification under this Section 2.7 in its capacity as a seller of Registrable Securities shall not exceed the lesser of (i) that proportion of the total of such losses, claims, damages, expenses or liabilities indemnified against equal to the proportion of the total securities sold under such registration statement held by such Investor, and (ii) the amount equal to the net proceeds to such Holder of the securities sold in any such registration; provided that no selling holder shall be required to indemnify any Person against any Losses arising from any untrue statement or alleged untrue statement of a material fact contained in a registration statement (or any amendment or supplement thereto), including all documents incorporated therein by referencein, or any omission or alleged omission therefrom of a material factfact from, in each case, a preliminary Prospectus (or necessary in order to make the statements therein not misleading) that has been corrected in the form of Prospectus included in the Registration Statement at the time it becomes effective, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order thereto filed with the SEC pursuant to make Rule 424(b) under the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case Securities Act prior 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, or Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf time of such Holder and stated to be specifically for use therein; and provided that the indemnity agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling Holder from the sale of Registrable Securities covered by that gives rise to such registration statementLosses.

Indemnification by the Holders. To the fullest extent permitted by lawIn connection with any Shelf ------------------------------ Registration Statement in which a Holder is participating, each Holder will, if Registrable Securities held by such Holder are included in the registration statement or Prospectusagrees, severally and not jointly, to indemnify and hold harmless the Company, its directors and officers and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against all other Holders or any prospective underwriter, Damages to the same extent as the case may beforegoing indemnity from the Company to such Holder, and any of their respective Affiliates, directors, officers and Controlling Persons (collectively, but only to the “Company Indemnified Parties”), against all Claims and expenses arising extent such Damages arise out of or are based on: (i) upon any untrue statement or alleged untrue statement of a material fact contained in a registration statement any Shelf Registration Statement (or any amendment thereto) or Prospectus (or any amendment or supplement thereto), including all documents incorporated therein ) or are caused by reference, or any omission or alleged omission therefrom of to state therein a material fact, in each case, fact necessary in order to make the statements therein not misleadingtherein, in light of the circumstances under which they were made, (ii) any not misleading, which untrue statement or alleged untrue statement of a material fact contained omission is based upon information relating to such Holder furnished in a writing to the Company by such Holder expressly for use in any such Shelf Registration Statement (or any amendment thereto) or any such Prospectus (or any amendment or supplement thereto); provided, including all documents incorporated therein by referencehowever, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order that such Holder shall not be obligated to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each provide such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only -------- ------- indemnity to the extent that such untrue statement (Damages result from the failure of the Company to promptly amend or alleged untrue statement) take action to correct or omission (supplement any such Shelf Registration Statement or alleged omission) is made in such registration statement, Prospectus, Prospectus on the basis of corrected or Issuer Free Writing Prospectus in reliance upon and in conformity with written supplemental information furnished in writing to the Company by or on behalf of such Holder and stated to be specifically expressly for use therein; and provided that the indemnity agreement contained in this Section 2.8(b) such purpose. In no event shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the liability of each selling any Holder of Registrable Securities hereunder shall be limited to greater in amount than the dollar amount of the net proceeds received by such selling Holder from upon the sale of the Registrable Securities covered by giving rise to such registration statementindemnification obligation.

Indemnification by the Holders. To In the fullest extent permitted by lawevent of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, each Holder willshall, if Registrable Securities held by such Holder are included in the registration statement or Prospectusseverally and not jointly, indemnify and hold harmless (in the Companysame manner and to the same extent as set forth in Section 7.1 hereof) Lionsgate, all each director and officer of Lionsgate and each other Holders or any prospective underwriterPerson, if any, who controls Lionsgate within the meaning of the Securities Act and the Exchange Act (each such Person being sometimes referred to as the case may be, and any of their respective Affiliates, directors, officers and Controlling Persons (collectively, the a “Company Indemnified PartiesPerson”), against all Claims and expenses arising Losses to which Lionsgate or any such Persons may become subject under the Securities Act or otherwise, to the extent that such Losses (or related actions or proceedings) arise out of or are based on: upon (iA) any untrue statement or alleged untrue statement of a any material fact contained in a any Registration Statement in which Registrable Securities were included for registration statement under the Securities Act, or any preliminary Prospectus or any final Prospectus included in such Registration Statement (or any amendment or supplement theretoto such Registration Statement or Prospectus), including all documents incorporated therein by reference, or (B) any omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleadingtherein, (in the case of the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material factnot misleading, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in 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 statementRegistration Statement, preliminary Prospectus, final Prospectus, amendment or Issuer Free Writing Prospectus supplement in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder and stated to be specifically for use therein; and provided that the indemnity agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud Lionsgate by such Holder, the or on such Holder’s behalf, specifically for inclusion, respectively, in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; and each Holder agrees to reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that a Holder’s aggregate liability of each selling Holder of Registrable Securities hereunder under this Agreement shall be limited to an amount equal to the net proceeds (after deducting the underwriter’s discount and expenses) received by such selling Holder from the sale of such Holder’s Registrable Securities covered by pursuant to such registration statementregistration.

Indemnification by the Holders. To the fullest extent permitted by lawThe Company may require, each Holder will, if as a condition to including any Registrable Securities held by such Holder are included in the any registration statement or Prospectusfiled pursuant to Section 2(b) hereof, that the Company shall have received an undertaking reasonably satisfactory to it from the Electing Holder of such Registrable Securities, severally and not jointly, to (i) indemnify and hold harmless the Company, the Guarantors, and all other Holders Electing Holders, against any losses, claims, damages or any prospective underwriter, as liabilities to which the case may be, and any of their respective Affiliates, directors, officers and Controlling Persons (collectivelyCompany, the “Company Indemnified Parties”)Guarantors, against all Claims and expenses arising or such other Electing Holders may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based on: (i) any upon an untrue statement or alleged untrue statement of a material fact contained in a such registration statement (statement, or any preliminary, final or summary prospectus contained therein or furnished by the Company to any such Electing Holder, or any amendment or supplement thereto), including all documents incorporated therein by reference, or any arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent extent, that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Electing Holder and stated to be specifically expressly for use therein, and (ii) reimburse the Company and the Guarantors for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim as such expenses are incurred; and provided provided, however, that the indemnity agreement contained in no such Electing Holder shall be required to undertake liability to any person under this Section 2.8(b5(b) shall not apply to for any amounts paid in settlement of any such Claim if such settlement is effected without the consent excess of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in dollar amount of the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling Electing Holder from the sale of such Electing Holder’s Registrable Securities covered by pursuant to such registration statementregistration.

Indemnification by the Holders. To the fullest extent permitted by lawIn connection with any registration or qualification in which a Holder is participating, each Holder will, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, shall indemnify and hold harmless the Company, all other Holders each present or any prospective past member of the Board, each past or present officer, employee, retained professional, agent and investment adviser, each past or present external advisor or manager, of the Company, underwriter, as broker or other Person acting on behalf of the case may beCompany, and each other Person, if any, who Controls any of their respective Affiliatesthe foregoing, together with the members, partners, officers, directors, officers managers, trustees, stockholders, employees, retained professionals, agents and investment advisers of such Controlling Persons Person, against any losses, claims, damages, liabilities and expenses (collectivelyincluding, the “Company Indemnified Parties”without limitation, reasonable attorneys’ fees and expenses), against all Claims 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 arising (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based on: 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 in a registration statement (therein, or any amendment or supplement thereto), including all documents incorporated therein by reference, if such untrue statement or any alleged untrue statement or omission or alleged omission therefrom of a material fact, was made in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were madereliance upon information provided by such Holder or on such Holder’s behalf, (ii) any untrue statement or alleged untrue statement of a material fact in or omission or alleged omission to state a material fact from such offering statement, any preliminary offering circular or final offering circular contained in a Prospectus (therein, or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any if such untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in 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, or Issuer Free Writing Prospectus in reliance upon information provided by such Holder or on such Holder’s behalf or (iii) any violation or alleged violation of the Securities Act or state securities laws or rules thereunder by such Holder. Such indemnity shall remain in full force and in conformity with written information furnished to the Company effect regardless of any investigation made by or on behalf of such Holder and stated to be specifically for use therein; and provided that the indemnity agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement of Company or any such Claim if Board member, officer, employee, agent, investment adviser or Controlling Person and shall survive the transfer of such settlement is effected without securities by any Holder. The obligation of a Holder to indemnify will be several and not joint, among the consent of the Company (which consent shall not be unreasonably withheld or delayed); Holders and provided, further, that in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds (after underwriting fees, commissions or discounts) actually received by such selling Holder from the sale of Registrable Securities covered by pursuant to such registration statement, or the sale of Qualifiable Securities pursuant to such offering statement, except in the case of fraud or willful misconduct by such Holder.

Indemnification by the Holders. To The Holder of Registrable Securities participating in any registration hereunder shall severally and not jointly indemnify and hold harmless, to the fullest extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, indemnify and hold harmless the Company, all other Holders or any prospective underwriterits directors, as the case may beofficers, employees and agents, and any each person who controls the Company (within the meaning of their respective Affiliates, directors, officers and Controlling Persons the Securities Act) (collectively, the “"Company Indemnified Parties”), ") against all Claims losses, claims, damages, liabilities and expenses, joint or several (including reasonable fees of counsel and any amounts paid in settlement effected with such holder's consent, which consent shall not be unreasonably withheld) to which any Company Indemnified Party may become subject under the Securities Act, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses arising out of or based on: (i) any untrue statement or alleged untrue statement of a material fact contained in a registration statement (or any amendment actions or supplement thereto), including all documents incorporated therein proceedings in respect thereof) are caused by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii1) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (Registration Statement in which the Holder's Registrable Securities were included or any amendment or supplement thereto), including all documents incorporated therein by reference, or any the omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleading, (2) any untrue statement or alleged untrue statement of a material fact contained in any preliminary, final or summary Prospectus, together with the documents incorporated by reference therein (as amended or supplemented if the Company shall have filed with the Commission any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case not misleading to the extent, but only to the extent extent, in the cases described in clauses (1) and (2), that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made contained in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with written any information furnished in writing by the Holder to the Company expressly for use in the preparation thereof, provided, however, that the aggregate amount which the Holder shall be required to pay pursuant to this Section 8(b) shall be limited to the dollar amount of proceeds received - less expenses associated with the sale of Registrable Securities and other securities of the Company by the Holder upon the sale of the Registrable Securities and other securities of the Company - pursuant to the Registration Statement giving rise to such claim. Such indemnity obligation shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder and stated to be specifically for use therein; and provided that the indemnity agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company Indemnified Parties (which consent except as provided above) and shall not be unreasonably withheld or delayed); and provided, further, that in survive the absence transfer of fraud such securities by such the Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling Holder from the sale of Registrable Securities covered by such registration statement.

Indemnification by the Holders. To and any Agents and Underwriters. The Issuer may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2(b) hereof that each Electing Holder agrees, as a consequence of the fullest extent permitted by lawinclusion of any of such Electing Xxxxxx's Registrable Securities in such registration statement, and each Holder willunderwriter, selling agent or other securities professional, if any, which facilitates the disposition of such Registrable Securities held by shall agree, as a consequence of facilitating such Holder are included in the registration statement or Prospectusdisposition of Registrable Securities, severally and not jointly, to (i) indemnify and hold harmless the CompanyIssuer, the Guarantor, and all other Holders holders of Registrable Securities, against any losses, claims, damages or any prospective underwriter, as liabilities to which the case may be, and any of their respective Affiliates, directors, officers and Controlling Persons (collectivelyIssuer, the “Company Indemnified Parties”)Guarantor or such other holders of Registrable Securities may become subject, against all Claims and expenses arising under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based on: (i) any upon an untrue statement or alleged untrue statement of a material fact contained in a such registration statement (or any preliminary, final or summary prospectus contained therein, or any amendment or supplement thereto), including all documents incorporated therein by reference, or any arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent extent, that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company Issuer by such Electing Holder, underwriter, selling agent or on behalf of such Holder and stated to be specifically other securities professional expressly for use therein, and (ii) reimburse the Issuer and the Guarantor for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; and provided provided, however, that the indemnity agreement contained in no such Electing Holder shall be required to undertake liability to any person under this Section 2.8(b5(b) shall not apply to for any amounts paid in settlement of any such Claim if such settlement is effected without the consent excess of the Company (which consent shall not dollar amount of the proceeds to be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling Electing Holder from the sale of such Electing Holder's Registrable Securities covered by pursuant to such registration statementregistration.

Indemnification by the Holders. To Each selling Holder of Registrable Securities agrees (severally and not jointly) to indemnify and hold harmless, to the fullest full extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, indemnify and hold harmless the Company, all other Holders or any prospective underwriter, as the case may be, and any of their respective Affiliates, its directors, officers and Controlling Persons partners, and each Person who controls the Company (collectively, within the “Company Indemnified Parties”meaning of the Securities Act and the Exchange Act), and each other selling Holder of Registrable Securities, their respective officers, directors and partners, and each Person who controls (within the meaning of the Securities Act or the Exchange Act) such Person, from and against all Claims and expenses arising out of or based on: any Losses resulting from (i) any untrue or allegedly untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission had been contained in any information furnished in writing by such selling Holder to the Company expressly for inclusion in such Registration Statement, and (ii) any misstatement in or omission from any representation or warranty, or any breach of covenant or agreement, in each case made or deemed made by such Holder in any underwriting or similar agreement entered by into by such Holder in connection with the particular registration. Each Holder also shall indemnify any underwriters of the Registrable Securities, their officers, directors and partners, and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Company. The liability of any Holder for indemnification under this Section 2.7 in its capacity as a seller of Registrable Securities shall not exceed the lesser of (i) that proportion of the total of such losses, claims, damages, expenses or liabilities indemnified against equal to the proportion of the total securities sold under such registration statement held by such Investor, and (ii) the amount equal to the net proceeds to such Holder of the securities sold in any such registration; provided that no selling holder shall be required to indemnify any Person against any Losses arising from any untrue statement or alleged untrue statement of a material fact contained in a registration statement (or any amendment or supplement thereto), including all documents incorporated therein by referencein, or any omission or alleged omission therefrom of a material factfact from, in each case, a preliminary Prospectus (or necessary in order to make the statements therein not misleading) that has been corrected in the form of Prospectus included in the Registration Statement at the time it becomes effective, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order thereto filed with the SEC pursuant to make Rule 424(b) under the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case Securities Act prior 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, or Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf time of such Holder and stated to be specifically for use therein; and provided that the indemnity agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling Holder from the sale of Registrable Securities covered by such registration statement.that gives rise to such

Indemnification by the Holders. To Subject to the terms and conditions of this Article IV, each Holder, severally and not jointly, agrees to indemnify, defend and hold harmless, to the fullest extent permitted by lawLaw, (i) each other Holder willand his or its heirs, if Registrable Securities held by such Holder are included in the registration statement or Prospectusexecutors, indemnify personal representatives, administrators, successors and hold harmless assigns and (ii) the Company, its Affiliates and their respective directors, officers, shareholders, employees, investment advisers and agents and their respective heirs, executors, personal representatives, administrators, successors and assigns (the "Company Indemnified Persons"), from and against any and all Claims, Liabilities and Losses which may be imposed on, incurred by or asserted against such other Holders Holder or his or its heirs, executors, personal representatives, administrators, successors and assigns or any prospective underwriter, as the case may be, and any of their respective Affiliates, directors, officers and Controlling Persons (collectively, the “Company Indemnified Parties”)Person, against all Claims under the Securities Act or otherwise, to the extent that it is determined by a court of competent jurisdiction, arbitration pursuant to Section 6.11 or agreement of the Parties affected thereby that such Claims, Liabilities and expenses arising Losses arose out of or based on: resulted from, directly or indirectly: (ia) any untrue statement or alleged untrue statement of a any material fact contained in a any registration statement under which such securities were registered under the Securities Act (or any amendment or supplement thereto), including all documents incorporated therein by reference), any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto; or (b) any omission or alleged omission therefrom of to state a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact omission was contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in 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 omitted from such registration statement, Prospectusprospectus, amendment or Issuer Free Writing Prospectus supplement 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 inclusion therein; provided, however, that such Holder shall not be liable to, and shall not be obligated to provide such indemnity to, any other Holder, any Company Indemnified Person or any other Person for any portion of any Claims, Liabilities or Losses to the extent that such Claims, Liabilities and Losses arose out of or resulted from the failure of the Company to promptly amend or take action to correct or supplement any such registration statement, prospectus, amendment or supplement based on corrected or supplemental information provided that in writing by such Holder to the indemnity agreement Company expressly for such purpose. The Liability of each Holder pursuant to this Section 4.02 shall be several, and not joint and several, among all indemnifying parties. Notwithstanding anything contained in this Section 2.8(b) Agreement to the contrary, in no event shall not apply to amounts paid in settlement the aggregate Liability of any such Claim if such settlement is effected without Holder under this Section 4.02 exceed an amount equal to the consent amount of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling Holder from upon the sale of his or its Registrable Securities covered by such registration statementin the offering to which the Claims, Liabilities or Losses relate.

Indemnification by the Holders. To the fullest extent permitted by lawEach holder of Registrable Securities, each Holder willseverally and not jointly, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, will (i) indemnify and hold harmless the Company, Issuer and all other Holders or any prospective underwriter, as the case may be, and any holders of their respective Affiliates, directors, officers and Controlling Persons (collectively, the “Company Indemnified Parties”)Registrable Securities, against all Claims and expenses arising any losses, claims, damages or liabilities to which the Issuer or such other holders of Registrable Securities may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based on: (i) any upon an untrue statement or alleged untrue statement of a material fact contained in a such registration statement statement, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Issuer to any such Electing Holder, or any amendment or supplement thereto), including all documents incorporated therein by reference, or any arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent extent, that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company Issuer by or on behalf of such Electing Holder and stated to be specifically expressly for use therein, and (ii) reimburse the Issuer for any legal or other expenses reasonably incurred by the Issuer in connection with investigating or defending any such action or claim as such expenses are incurred; and provided provided, however, that the indemnity agreement contained in no such Electing Holder shall be required to undertake liability to any person under this Section 2.8(b6(b) shall not apply to for any amounts paid in settlement of any such Claim if such settlement is effected without the consent excess of the Company (which consent shall not dollar amount of the proceeds to be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling Electing Holder from the sale of such Electing Holder’s Registrable Securities covered by pursuant to such registration statementregistration.

Indemnification by the Holders. To the fullest extent permitted by lawand any Agents and Underwriters. The Issuers may require, each Holder will, if as a condition to including any Registrable Securities held by in any registration statement filed pursuant to Section 2(b) hereof and to entering into any underwriting agreement or similar agreement with respect thereto, that the Issuers shall have received an undertaking reasonably satisfactory to them from the Electing Holder of such Holder are Registrable Securities included in the registration statement a Shelf Registration Statement and from each underwriter or Prospectusagent named in any such underwriting agreement or similar agreement, severally and not jointly, to (i) indemnify and hold harmless the Company, Issuers and all other Holders or any prospective underwriter, as the case may be, and any holders of their respective Affiliates, directors, officers and Controlling Persons (collectively, the “Company Indemnified Parties”)Registrable Securities, against all Claims and expenses arising any losses, claims, damages or liabilities to which the Issuers or such other holders of Registrable Securities may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based on: (i) any upon an untrue statement or alleged untrue statement of a material fact contained in a such registration statement (statement, or any preliminary, final or summary prospectus contained therein or furnished by the Issuers to any such Electing Holder, agent or underwriter, or any amendment or supplement thereto), including all documents incorporated therein by reference, or any arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent extent, that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company Issuers by such Electing Holder or on behalf of such Holder and stated to be specifically underwriter expressly for use therein, and (ii) reimburse the Issuers for any legal or other expenses reasonably incurred by the Issuers in connection with investigating or defending any such action or claim as such expenses are incurred; and provided provided, however, that the indemnity agreement contained in no such Electing Holder shall be required to undertake liability to any person under this Section 2.8(b6(b) shall not apply to for any amounts paid in settlement of any such Claim if such settlement is effected without the consent excess of the Company (which consent shall not dollar amount of the proceeds to be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling Electing Holder from the sale of such Electing Holder's Registrable Securities covered by pursuant to such registration statementregistration.

Indemnification by the Holders. To (a) Subject to the fullest extent permitted by lawlimitations set forth in this Article 9, from and after the Effective Time, each Holder willHolder, if Registrable Securities held by severally but not jointly, in proportion to such Holder are included in Holder’s Indemnity Percentage, hereby agrees to indemnify Buyer, its Affiliates (including, after the registration statement or ProspectusClosing Date, indemnify the Surviving Corporation and hold harmless the Company, all other Holders or any prospective underwriter, as the case may beits Subsidiaries), and any of their respective Affiliates, directors, officers officers, managers, employees, partners, agents, successors and Controlling Persons assigns (collectively, the “Company Buyer Indemnified PartiesPersons”)) against, against and to hold each of them harmless from any and all Claims damages, losses, costs and expenses arising out ((x) including reasonable expenses of or based on: (i) any untrue statement or alleged untrue statement of a material fact contained in a registration statement (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, investigation and the Holder will reimburse each such Company Indemnified Party for any reasonable attorneys’ fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extentbut (y) excluding (A) punitive, but only exemplary or other similar damages and (B) any consequential damages to the extent that such untrue statement damages were not reasonably foreseeable (other than, in each case in this clause (y), any such damages or losses actually paid to a third party in respect of a Third-Party Claim)) (collectively, “Damages”) to the extent arising out of: (i) any misrepresentation or breach of warranty made by the Company or a Holder in this Agreement (or alleged untrue statementany inaccuracy in the certificate required pursuant to Section 8.02(e)) or omission any Letter of Transmittal; provided that, with respect to a breach by a Holder of a Holder Fundamental Warranty, such Holder shall be liable for the full amount of any Damages attributable to such breach and any amount payable from the Indemnity Escrow Account in respect thereof shall be deducted from such Holder’s Remaining Possible Consideration; (ii) any breach of covenant or alleged omission) is agreement made or to be performed by the Company or any Holder pursuant to this Agreement or any Letter of Transmittal; provided that, with respect to a breach by a Holder of a covenant or agreement in such registration statementHolder’s Letter of Transmittal, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder and stated to shall be specifically liable for use therein; and provided that the indemnity agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement full amount of any Damages attributable to such Claim if breach and any amount payable from the Indemnity Escrow Account in respect thereof shall be deducted from such settlement is effected without Holder’s Remaining Possible Consideration; (iii) any Indemnifiable Taxes; or (iv) any Stockholder Claims. (b) With respect to indemnification by the consent Holders pursuant to Section 9.02(a)(i), other than in respect of any breach of a Company Fundamental Warranty or a Holder Fundamental Warranty or in the Company event of fraud, (which consent i) the Holders shall not be unreasonably withheld liable for any individual matter or delayedseries of related matters unless the Damages with respect thereto exceed $25,000 (the “De Minimis Amount”); , (ii) the Holders shall not be liable for any Damages in respect of any matter unless and provideduntil the aggregate amount of all Damages with respect thereto (disregarding any Damages for which the Holders are not liable pursuant to the foregoing clause (i)) exceeds $1,000,000 (the “Deductible”), further, that in and then only to the absence extent of fraud by such Holder, excess and (iii) the Holders’ maximum aggregate liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds Indemnity Escrow Amount (the “Cap”). (c) With respect to indemnification by the Holders for all matters pursuant to Section 9.02(a), Buyer hereby agrees that the sole recourse of Buyer Indemnified Persons in respect of all such matters shall be the right to seek payment from the Indemnity Escrow Account in accordance with the terms of this Agreement and the Escrow Agreement, and Buyer Indemnified Persons shall have no right to seek payment directly from the Holders in respect of any such matters; provided, however, that the foregoing shall not limit the remedies available to any party hereto (A) for any breaches of Company Fundamental Warranties or Holder Fundamental Warranties or any breach of covenant or agreement made or to be performed by the Company or any Holder pursuant to this Agreement or any certificate or other writing delivered pursuant hereto or in connection herewith or (B) for fraud. Except for breaches involving fraud (in which case, the liability of the Holders shall be uncapped), in no event shall the aggregate amount for which any Holder shall be liable to all Buyer Indemnified Persons under this Agreement exceed the amount actually received by such selling Holder hereunder. (d) To the extent that the Buyer Indemnified Persons are entitled to indemnification pursuant to this Article 9 for any Damages, the Buyer Indemnified Persons shall be required to first pursue such claim against the Indemnity Escrow Account, and, to the extent there are sufficient funds available in the Indemnity Escrow Account to indemnify the Buyer Indemnified Persons for the full amount of the indemnifiable portion of such Damages, any dispute with respect to such claim related to such Damages shall be resolved in accordance with the terms of the Escrow Agreement prior to any such Buyer Indemnified Persons seeking payment directly from any Holders with respect to such Damages; provided, however, that if there are insufficient funds available in the Indemnity Escrow Account to indemnify the Buyer Indemnified Persons for the full amount of the indemnifiable portion of such Damages, such Buyer Indemnified Persons shall be permitted to seek indemnification directly from the sale relevant Holder(s) to the extent of Registrable Securities covered any shortfall, subject to the limitations set forth in this Article 9. (e) With respect to indemnification by the Holders pursuant to Section 9.02(a)(i) for breaches of the representations and warranties contained in Section 3.17, Holders shall be liable for Damages only with respect to Taxes incurred in Pre-Closing Tax Periods. For this purpose, in the case of any Taxes (other than Transfer Taxes) that are payable for a Straddle Tax Period, the portion of such registration statementTaxes incurred in the Pre-Closing Tax Period shall (i) in the case of any Taxes other than gross receipts, sales or use Taxes and Taxes based upon or related to income, be deemed to equal the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the portion of such Straddle Period that ends on and includes the Closing Date and the denominator of which is the number of days in the entire Tax period, and (ii) in the case of any Taxes based upon or related to income and any gross receipts, sales or use Tax, shall equal the portion of such Tax that would have been payable if the relevant Tax period ended on and included the Closing Date. All determinations necessary to give effect to the allocation set forth in the foregoing clause (ii) shall be made in a manner consistent with prior practice of the Company.

Indemnification by the Holders. To the fullest extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, indemnify and hold harmless the Company, all other Holders or any prospective underwriter, as the case may be, and any of their respective Affiliates, directors, officers and Controlling Persons (collectively, the “Company Indemnified Parties”), against all Claims and expenses arising out of or based on: (i) any untrue statement or alleged untrue statement of a material fact contained in a registration statement (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in 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, or Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder and stated to be specifically for use therein; and provided that the indemnity agreement contained in this Section 2.8(b5.8(b) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company applicable selling Holder (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud (as determined in a final and non-appealable judgement by a court of competent jurisdiction) by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling Holder from the sale of Registrable Securities covered by such registration statement.

Indemnification by the Holders. To the fullest extent permitted by law, each Each Holder will, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, agrees to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 4(a)) the Company, all each member of the Board, each officer, employee and agent of the Company and each other Holders or any prospective underwriterperson, as the case may beif any, and who controls any of their respective Affiliatesthe foregoing within the meaning of the Securities Act, directors, officers and Controlling Persons with respect to (collectively, the “Company Indemnified Parties”), against all Claims and expenses arising out of or based on: (ii)(A) any untrue statement or alleged untrue statement of a material fact contained in a registration statement (or any amendment or supplement thereto), including all documents incorporated therein by reference, the Registration Statement under which such Registrable Securities were registered and sold under the Securities Act or any omission or alleged omission therefrom of to state a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, misleading or (iiiB) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (Prospectus, or any amendment or supplement thereto), including all documents incorporated therein by reference, thereto or any omission or alleged omission therefrom of to state a material fact, in each case, fact necessary in order to make the statements therein not misleadingtherein, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claimnot misleading, in each case to the extent, but only to the extent extent, that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with written information about such Holder furnished to the Company by or on behalf of such Holder and stated to be specifically for use inclusion in such Registration Statement, Prospectus, amendment or supplement and has not been corrected in a subsequent Registration Statement, any Prospectus contained therein; and provided that , or any amendment or supplement thereto prior to or concurrently with the indemnity agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent sale of the Company Registrable Securities to the person asserting the claim and (which consent ii) any disposition, pursuant to a Shelf Registration Statement, of Registrable Securities by a Holder during a Suspension Period; provided, however, that Holder shall not be unreasonably withheld or delayed); liable for any amounts in excess of the net proceeds received by such Holder from sales of Registrable Securities pursuant to the registration statement to which the claims relate, and provided, further, that in the absence obligations of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder Holders shall be limited to several and not joint. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the net proceeds received Company or any indemnified party and shall survive the transfer of such securities by such selling Holder from the sale of Registrable Securities covered by such registration statementCompany.

Indemnification by the Holders. To the fullest extent permitted by law, each Each Holder will, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, agrees to indemnify and hold harmless the Company, all other Holders or any prospective underwriter, as the case may be, and any of their respective Affiliates, directors, its officers and Controlling Persons directors and each Person (collectivelyif any) that controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all Losses caused by, the “Company Indemnified Parties”), against all Claims and expenses arising out of of, resulting from or based on: (i) any untrue statement or alleged untrue statement of a material fact contained in a registration statement (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order related to make the statements therein not misleading, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus Registration Statement or prospectus relating to Registrable Securities (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any amendment or supplement thereto), including all documents incorporated therein by referencepreliminary prospectus, or any omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleadingmisleading (in the case of any prospectus, in the light of the circumstances under which they were such statement is made), and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in 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, or Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company in writing by or on behalf of such Holder and stated to be specifically expressly for use therein, and shall reimburse the Company, its directors and officers, and each controlling Person for any legal or other expenses reasonably incurred by any of them in connection with any investigation or defending such claim; and provided provided, however, that the indemnity agreement contained in this Section 2.8(b) 3.2 shall not apply to amounts paid in settlement of any such Claim claim or proceeding if such settlement is effected without the consent of the Company (Holder, which consent shall not be unreasonably withheld or delayed); withheld. Each selling Holder’s indemnification obligations hereunder shall be several and provided, further, that in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder not joint and several and shall be limited to the amount of any net proceeds actually received by such selling Holder from Holder, except in the sale case of Registrable Securities covered fraud or willful misconduct by such registration statementHolder.

Indemnification by the Holders. To Each of the Holders agrees, severally but not jointly, to indemnify and hold harmless the Company and each of its Affiliates, directors, employees, members, managers and agents and each Person who controls the Company within the meaning of either the Securities Act or the Exchange Act, to the fullest extent permitted by lawapplicable Law, each Holder will, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, indemnify from and hold harmless the Company, against any and all other Holders Losses to which they or any prospective underwriter, of them may become subject insofar as the case may be, and any of their respective Affiliates, directors, officers and Controlling Persons (collectively, the “Company Indemnified Parties”), against all Claims and expenses arising such Losses arise out of or are based on: (i) upon any untrue statement or alleged untrue statement of a material fact contained in a registration statement (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, or in any amendment thereof or supplement thereto), including all documents incorporated therein by reference, or arise out of or are based upon any omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent 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, or Issuer Free Writing Prospectus in reliance upon and in conformity with any written information furnished to the Company by or on behalf of such Holder and stated specifically for inclusion therein; provided, however, that the total amount to be specifically for use therein; and provided that the indemnity agreement contained in indemnified by any Holder pursuant to this Section 2.8(b5(b) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds (after deducting underwriters’ discounts and commissions) received by such selling Holder from in the sale offering to which such Registration Statement or Prospectus relates; provided further that no Holder shall be liable in any case to the extent that prior to the filing of Registrable Securities covered by any such registration statementRegistration Statement or Disclosure Package, or any amendment thereof or supplement thereto, it has furnished in writing to the Company, information expressly for use in, and within a reasonable period of time prior to the effectiveness of such Registration Statement or Disclosure Package, or any amendment thereof or supplement thereto which corrected or made not misleading information previously provided to the Company. This indemnity agreement will be in addition to any liability which the Holders may otherwise have.

Indemnification by the Holders. To In the fullest extent permitted by lawevent of any registration, qualification or compliance effected pursuant to Sections 3 or 4 hereof, each Holder will, if selling Registrable Securities held by such Holder are included in the registration statement or Prospectus, pursuant thereto shall indemnify and hold harmless the Company, all each director of the Company, each officer of the Company and each other Holders or any prospective person, if any, who controls the Company within the meaning of the Securities Act, each underwriter, as the case may beif any, and each person who controls any of their respective Affiliates, directors, officers the foregoing persons within the meaning of the Securities Act (each a "Holder Indemnitee" and Controlling Persons (collectively, collectively the “Company Indemnified Parties”"Holder Indemnitees"), in each case, against all Claims and expenses arising any losses, claims, damages or liabilities, joint or several, to which a Holder Indemnitee may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based on: upon (i) any breach of any representation, warranty, agreement or covenant of such Holder contained in the underwriting agreement covering the -11- 12 public offering of such Registrable Securities or (ii) untrue statement or alleged untrue statement of a any material fact contained in a any registration statement (under which such Registrable Securities were registered under the Securities Act pursuant to Sections 3 or 4, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto), including all documents incorporated therein by referenceor any other document incident to any such registration, qualification or compliance, or any omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party Holder Indemnitee for any reasonable fees and disbursements of counsel and any legal or other reasonable expenses reasonably incurred by them in connection with investigating and or defending or settling any such Claimloss, in each case to the extentclaim, damage, liability or action, but only to the extent that any such loss, claim, damage or liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission made in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with written information pertaining to such Holder, as such, furnished in writing to the Company by or on behalf of such Holder and stated to be specifically for use thereinin such document; and provided provided, however, that the foregoing indemnity agreement contained 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 this Section 2.8(b) the preliminary prospectus but eliminated or remedied in the amended prospectus on file with the Commission at the time the registration statement becomes effective or in the Final Prospectus, such indemnity agreement shall not apply inure to amounts paid in settlement of any such Claim if such settlement is effected without the consent benefit of the Company, any controlling person or any underwriter, if the Company (which consent shall had an obligation under the Securities Act to deliver the Final Prospectus to the person or entity asserting the loss, liability, claim or damage and such Final Prospectus was not be unreasonably withheld so furnished at or delayed)prior to the time such furnishing is required by the Securities Act; and provided, further, that that, in the absence case of fraud a registration pursuant to Section 3 or 4 hereof, in no event shall any indemnity by such Holder, a seller under this Section 9(b) exceed the liability of each selling Holder of Registrable Securities hereunder shall be limited to gross proceeds from the net proceeds offering received by such selling Holder from seller. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the sale Company or any such director, officer, underwriter or controlling person, shall survive the transfer of such Registrable Securities covered by any such registration statementHolder or underwriter, and shall be in addition to any liability which any such Holder may otherwise have.

Indemnification by the Holders. To Each Holder severally (and not jointly) agrees to indemnify and hold harmless the Company and each of its Affiliates, directors, employees, members, managers, agents and each Person who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and any underwriter that facilitates the sale of Registrable Securities and any Person who controls such underwriter (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the fullest extent permitted by applicable law, each Holder will, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, indemnify from and hold harmless the Company, against any and all other Holders Losses to which they or any prospective underwriter, of them may become subject insofar as the case may be, and any of their respective Affiliates, directors, officers and Controlling Persons (collectively, the “Company Indemnified Parties”), against all Claims and expenses arising such Losses arise out of or are based on: (i) upon any untrue statement or alleged untrue statement of a material fact contained in a registration statement (any Registration Statement pursuant to which Registrable Securities were registered, Prospectus, preliminary Prospectus, road show, Issuer Free Writing Prospectus included in any such Registration Statement, or in any amendment thereof or supplement thereto), including all documents incorporated therein by reference, or any arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleadingcase of any Prospectus, preliminary prospectus, road show, Issuer Free Writing Prospectus, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent 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, or Issuer Free Writing Prospectus in reliance upon and in conformity with any written information furnished to the Company by or on behalf of such Holder and stated specifically for inclusion therein; provided, however, that the maximum amount to be specifically for use therein; and provided that the indemnity agreement contained in indemnified by such Holder pursuant to this Section 2.8(b11(b) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds (after deducting underwriters’ discounts and commissions) received by such selling Holder from in the sale Public Offering to which such Registration Statement, Prospectus, preliminary prospectus, road show or Issuer Free Writing Prospectus relates; provided, further, that a Holder shall not be liable in any case to the extent that prior to the filing of Registrable Securities covered by any such registration statementRegistration Statement, Prospectus, preliminary prospectus, road show or Issuer Free Writing Prospectus or any amendment thereof or supplement thereto, each Holder has furnished in writing to the Company, information expressly for use in, and within a reasonable period of time prior to the effectiveness of such Registration Statement or the use of the Prospectus, preliminary prospectus, road show or Issuer Free Writing Prospectus, or any amendment thereof or supplement thereto which corrected or made not misleading information previously provided to the Company. This indemnity agreement will be in addition to any liability which any such Holder may otherwise have.

Indemnification by the Holders. To the fullest extent Each Holder (and each permitted by lawassignee of such Holder, each Holder willon a several basis), if Registrable Securities held by such Holder are included in the registration statement or Prospectusseverally and not jointly, agrees to indemnify and hold harmless the Company, all other Holders and each of the Company's trustees/directors and officers (including each trustee/director and officer of the Company who signed the Resale Shelf Registration Statement), and each Underwriter who participates in any public offering and sale of Registrable Shares pursuant to the Resale Shelf Registration Statement, if any, and each person, if any, who controls the Company or any prospective underwritersuch Underwriters within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, as the case may befollows: (i) against any and all loss, liability, claim, damage, judgment and any of their respective Affiliatesexpense whatsoever, directorsas incurred, officers and Controlling Persons (collectively, the “Company Indemnified Parties”), against all Claims and expenses arising out of or based on: (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Resale Shelf Registration Statement (or any amendment thereto) pursuant to which the Registrable Shares were registered under the Act, including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a registration material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any related prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any the omission or alleged omission therefrom of a material fact, in each case, fact necessary in order to make the statements therein not misleadingtherein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage, judgment and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Holder Representative; and (iii) against any and all expense whatsoever, as incurred (including reasonable fees and disbursements of counsel), reasonably incurred in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, in each case whether or not a party, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under subparagraph (i) or (ii) above; provided, however, that the indemnity provided pursuant to this Section 2.2 shall only apply with respect to any loss, liability, claim, damage, judgment or expense to the extent arising out of (A) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in 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, or Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by such Holder expressly for use in the Resale Shelf Registration Statement (or on behalf any amendment thereto) or the related prospectus (or any amendment or supplement thereto) or (B) such indemnified party's failure to deliver an amended or supplemental prospectus provided to the indemnified party by the Company if such loss, liability, claim, damage or expense would not have arisen had such delivery occurred. Notwithstanding the provisions of this Section 2.2, no Holder or any permitted assignee shall be required to indemnify the Company, its officers, trustees/directors, officers or control persons with respect to any amount in excess of the amount of the total proceeds to such Holder or such permitted assignee, as the case may be, from sales of the Registrable Shares of such Holder and stated to be specifically for use therein; and provided that under the indemnity agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling Holder from the sale of Registrable Securities covered by such registration statementResale Statement Registration Statement.

Indemnification by the Holders. To In the fullest event of any registration of any securities of Del Monte in which a Holder is participating, such Holder hereby indemnifies and agrees to hold harmless, to the full extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, indemnify Del Monte and hold harmless the Company, all other Holders or any prospective underwriter, as the case may be, and any of their respective Affiliatesits affiliates, directors, officers officers, agents and Controlling Persons employees, each Person who controls Del Monte (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and the affiliates, directors, officers, agents or employees of such controlling persons (collectively, the “Company "Indemnified Del Monte Parties”"), from and against all Claims losses, claims, damages or liabilities and expenses arising to which such Indemnified Del Monte Party may become subject under the Securities Act, common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof, whether or not such Indemnified Del Monte Party is a party thereto) arise out of or are based on: (i) any untrue statement or alleged untrue statement of a material fact contained in a registration statement (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (registration statement, preliminary, final or summary prospectus contained therein, any form of prospectus or any amendment or supplement thereto), including all documents incorporated therein by reference, or arising out of or based upon any omission or alleged omission therefrom of to state a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleadingmisleading (in the case of any preliminary, final or summary prospectus, any form of prospectus or amendment or supplement thereto, necessary to make the statements made, in the light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claimnot misleading), in each case to the extent, but only to the extent extent, that such untrue statement (or alleged untrue statement) statement is contained in, or such omission (or alleged omission) omission is made required to be contained in, any information furnished by such Holder to Del Monte for use in such registration statement, Prospectuspreliminary, final or Issuer Free Writing Prospectus summary prospectus, form of prospectus or any amendment or supplement thereto; provided, however, that such Holder shall not be liable in reliance upon and in conformity with written information any such case to the extent that the Holder has furnished to Del Monte in writing within a reasonable period of time prior to the Company by or on behalf of such Holder and stated to be specifically for use therein; and provided that the indemnity agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement filing of any such Claim if such settlement is effected without the consent registration statement, preliminary, final or summary prospectus, form of the Company (which consent shall not be unreasonably withheld prospectus or delayed); and provided, further, that amendment or supplement thereto information expressly for use in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling Holder from the sale of Registrable Securities covered by such registration statement, preliminary, final or summary prospectus, form of prospectus or any amendment or supplement thereto which corrected or made not misleading information previously furnished to Del Monte, and Del Monte failed to include such information therein; provided further, however, that the obligation to indemnify shall be several, and not joint and several, among such Holders.

Indemnification by the Holders. To the fullest extent permitted by law, each selling Holder will, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, will indemnify and hold harmless the Company, all other Holders or each of its directors, each of its officers who has signed the registration statement, each person, if any, who controls the Company within the meaning of the Securities Act, any prospective underwriter, as the case may be, any other Holder selling securities in such registration statement and any controlling person of their respective Affiliatesany such underwriter or other Holder, directorsagainst any losses, officers and Controlling Persons claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise out of or are based upon any of the following statements, omissions or violations (collectively, the a “Company Indemnified PartiesHolder Violation”), against all Claims and expenses arising out of or based on: ): any (i) any untrue statement or alleged untrue statement of a material fact contained in a such registration statement (statement, including any preliminary prospectus or final prospectus contained therein or any amendment amendments or supplement supplements thereto), including all documents incorporated (ii) omission to state therein by referencea material fact required to be stated therein, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) violation by the Company of the Securities Act, the Exchange Act, any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (state securities law or any amendment rule or supplement thereto)regulation promulgated under the Securities Act, including all documents incorporated therein by reference, the Exchange Act or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claimstate securities law, in each case to the extent, but extent (and 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, or Issuer Free Writing Prospectus Holder Violation occurs in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder expressly for use in connection with such registration; and stated each such Holder will pay, as incurred, any legal or other expenses reasonably incurred by any person intended to be specifically for use thereinindemnified pursuant to this Section 1.9(b), in connection with investigating or defending any such loss, claim, damage, liability, or action; and provided provided, however, that the indemnity agreement contained in this Section 2.8(b1.9(b) shall not apply to amounts paid in settlement of any such Claim loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (Holder, which consent shall not be unreasonably withheld or delayed)withheld; and provided, further, that in no event shall any indemnity under this Section 1.9(b) exceed the absence net proceeds from the offering received by such Holder, except in the case of willful fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling Holder from the sale of Registrable Securities covered by such registration statement.

Indemnification by the Holders. To the fullest extent permitted by law, each Each Holder will, if in the event that any Registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such Holder are included in the registration statement or Prospectusselling Holder, indemnify and hold harmless the Company, all other Holders or any prospective underwritereach of its officers, as the case may beemployees, and any of their respective Affiliatesaffiliates, directors, officers partners, members, attorneys and Controlling Persons agents and each Underwriter (collectively, the “Company Indemnified Parties”if any), and each other selling Holder and each other Person, if any, who controls such Person within the meaning of the Securities Act, against all Claims and expenses arising any losses, claims, judgments, damages or liabilities, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based on: (i) upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus, any “free writing prospectus,” as such term is defined in Rule 405 under the Securities Act, or summary prospectus contained in the Registration Statement, or any amendment or supplement thereto, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling Holder expressly for use therein, or any untrue statement or alleged untrue statement of a material fact contained in a registration statement (or the information conveyed to any amendment or supplement thereto), including all documents incorporated therein by referencepurchaser at the time of the sale to such purchaser, or any the omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements state therein not misleading, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order required to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were madebe stated therein, and shall reimburse the Holder will reimburse Company, its directors and officers, and each such Company Indemnified Party other selling holder or controlling Person for any reasonable fees and disbursements legal or other expenses reasonably incurred by any of counsel and any other reasonable expenses incurred them in connection with investigating and investigation or defending or settling any such Claimloss, in each case to the extentclaim, but only to the extent that such untrue statement (damage, liability or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder and stated to be specifically for use therein; and provided that the indemnity agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling Holder from the sale of Registrable Securities covered by such registration statementaction.

Indemnification by the Holders. To the fullest extent permitted by lawEach Holder, each Holder willseverally and not jointly, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, shall indemnify and hold harmless the Company, the officers, directors and employees of the Company and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all other Holders losses, claims, damages, liabilities and expenses whatsoever as incurred (including, but not limited to, reasonable attorneys' fees and any and all reasonable expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any prospective underwriter, as the case may beclaim made whatsoever, and any and all amounts paid in settlement of their respective Affiliatesany claim or litigation), directorsjoint or several, officers and Controlling Persons (collectivelyto which they or any of them may become subject under the Securities Act, the “Company Indemnified Parties”)Exchange Act or otherwise, against all Claims and insofar as such losses, claims, damages, liabilities or expenses arising (or action in respect thereof) arise out of of, or are based on: upon: (i) any untrue statement or alleged untrue statement of a material fact contained in a registration statement (the Shelf Registration Statement or any amendment thereto or any related preliminary prospectus or the Prospectus or any amendment thereto or supplement thereto), including all documents incorporated therein by reference, or any thereof; or (ii) the omission or alleged omission therefrom of a to state in the Shelf Registration Statement or any amendment thereto or any related preliminary prospectus or the Prospectus or any amendment thereto or supplement thereof any material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleading(in the case of any related preliminary prospectus or the Prospectus or any amendment thereto or supplement thereof, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent extent, that any such loss, claim, damage, liability or expense arises out of or is based upon any untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission made in such registration statement, Prospectus, or Issuer Free Writing Prospectus therein in reliance upon and in conformity with written information pertaining to such Holder and furnished to the Company by or on behalf of such Holder and stated to be specifically expressly for use therein; and provided that the . The foregoing indemnity agreement contained is in this Section 2.8(b) shall not apply addition to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, liability that in the absence of fraud by such Holder, the liability of each selling any Holder of Registrable Securities hereunder shall be limited may otherwise have to the net proceeds received by such selling Holder from the sale of Registrable Securities covered by such registration statementany indemnified party.

Indemnification by the Holders. To In the fullest extent permitted by lawevent of any registration, qualification or compliance effected pursuant to Sections 3 or 4 hereof, each Holder will, if selling Registrable Securities held by such Holder are included in the registration statement or Prospectus, pursuant thereto shall indemnify and hold harmless the Company, all each director of the Company, each officer of the Company and each other Holders or any prospective person, if any, who controls the Company within the meaning of the Securities Act, each underwriter, as the case may beif any, and each person who controls any of their respective Affiliates, directors, officers the foregoing persons within the meaning of the Securities Act (each a "Holder Indemnitee" and Controlling Persons (collectively, collectively the “Company Indemnified Parties”"Holder Indemnitees"), against all Claims and expenses arising out of or based on: (i) any untrue statement or alleged untrue statement of a material fact contained in a registration statement (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order against any losses, claims, damages or liabilities, joint or several, to make which a Holder Indemnitee may become subject under the statements therein not misleadingSecurities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in light respect thereof) arise out of or are based upon (i) any breach of any representation, warranty, agreement or covenant of such Holder contained in the circumstances under which they were made, underwriting agreement covering the public offering of such Registrable Securities or (ii) any untrue statement or alleged untrue statement of a any material fact contained in a Prospectus (any registration statement under which such Registrable Securities were registered under the Securities Act pursuant to Sections 3 or 4, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto), including all documents incorporated therein by referenceor any other document incident to any such registration, qualification or compliance, or any omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party Holder Indemnitee for any reasonable fees and disbursements of counsel and any legal or other reasonable expenses reasonably incurred by them in connection with investigating and or defending or settling any such Claimloss, in each case to the extentclaim, damage, liability or action, but only to the extent that any such loss, claim, damage or liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission made in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with written information pertaining to such Holder, as such, furnished in writing to the Company by or on behalf of such Holder and stated to be specifically for use thereinin such document; and provided provided, however, that the foregoing indemnity agreement contained 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 this Section 2.8(b) the preliminary prospectus but eliminated or remedied in the amended prospectus on file with the Commission at the time the registration statement becomes effective or in the Final Prospectus, such indemnity agreement shall not apply inure to amounts paid in settlement of any such Claim if such settlement is effected without the consent benefit of the Company, any controlling person or any underwriter, if the Company (which consent shall had an obligation under the Securities Act to deliver the Final Prospectus to the person or entity asserting the loss, liability, claim or damage and such Final Prospectus was not be unreasonably withheld so furnished at or delayed)prior to the time such furnishing is required by the Securities Act; and provided, further, that that, in the absence case of fraud a registration pursuant to Section 3 or 4 hereof, in no event shall any indemnity by such Holder, a seller under this Section 9(b) exceed the liability of each selling Holder of Registrable Securities hereunder shall be limited to gross proceeds from the net proceeds offering received by such selling Holder from seller. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the sale Company or any such director, officer, underwriter or controlling person, shall survive the transfer of such Registrable Securities covered by any such registration statementHolder or underwriter, and shall be in addition to any liability which any such Holder may otherwise have.

Indemnification by the Holders. To the fullest extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, indemnify and hold harmless the Company, all other Holders or any prospective underwriter, as the case may be, and any of their respective Affiliates, directors, officers officers, members, managers, general and limited partners and Controlling Persons (collectively, the “Company Indemnified Parties”), against all Claims and expenses arising out of or based on: (i) any untrue statement or alleged untrue statement of a material fact contained in a registration statement (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case of the forgoing cases 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, or Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder and stated to be specifically for use therein; and provided that the indemnity agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company such Holder (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling Holder from the sale of Registrable Securities covered by such registration statement.

Indemnification by the Holders. To the fullest extent permitted by lawEach holder of Securities, each Holder willseverally and not jointly, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, will (i) indemnify and hold harmless the Company, the Guarantors, and all other Holders holders of Registrable Securities, against any losses, claims, damages or any prospective underwriter, as liabilities to which the case may be, and any of their respective Affiliates, directors, officers and Controlling Persons (collectivelyCompany, the “Company Indemnified Parties”)Guarantors or such other holders of Registrable Securities may become subject, against all Claims and expenses arising under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based on: (i) any upon an untrue statement or alleged untrue statement of a material fact contained in a such registration statement statement, or any preliminary, final or summary prospectus (including, without limitation, any Issuer Free Writing Prospectus) contained therein or furnished by the Company to any such Electing Holder, or any amendment or supplement thereto), including all documents incorporated therein by reference, or any arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent extent, that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of such 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; and provided provided, however, that the indemnity agreement contained in no such Electing Holder shall be required to undertake liability to any person under this Section 2.8(b6(b) shall not apply to for any amounts paid in settlement of any such Claim if such settlement is effected without the consent excess of the Company (which consent shall not dollar amount of the proceeds to be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling Electing Holder from the sale of such Electing Holder’s Registrable Securities covered by pursuant to such registration statementregistration.

Indemnification by the Holders. To the fullest extent permitted by lawEach Holder, each Holder willseverally and not jointly, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, shall indemnify and hold harmless the Company, the officers, directors and employees of the Company and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all other Holders losses, claims, damages, liabilities and expenses whatsoever as incurred (including, but not limited to, reasonable attorneys' fees and any and all reasonable expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any prospective underwriter, as the case may beclaim made whatsoever, and any and all amounts paid in settlement of their respective Affiliatesany claim or litigation), directorsjoint or several, officers and Controlling Persons (collectivelyto which they or any of them may become subject under the Securities Act, the “Company Indemnified Parties”)Exchange Act or otherwise, against all Claims and insofar as such losses, claims, damages, liabilities or expenses arising (or action in respect thereof) arise out of of, or are based on: upon: (i) any untrue statement or alleged untrue statement of a material fact contained in a registration statement (the Shelf Registration Statement or any amendment thereto or any related preliminary prospectus or the Prospectus or any amendment thereto or supplement thereto), including all documents incorporated therein by reference, or any thereof; or (ii) the omission or alleged omission therefrom of a to state in the Shelf Registration Statement or any amendment thereto or any related preliminary prospectus or the Prospectus or any amendment thereto or supplement thereof any material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleading(in the case of any related preliminary prospectus or the Prospectus or any amendment thereto or supplement thereof, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent extent, that any such loss, claim, damage, liability or expense arises out of or is based upon any untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission made in such registration statement, Prospectus, or Issuer Free Writing Prospectus therein in reliance upon and in conformity with written information pertaining to such Holder and furnished to the Company by or on behalf of such Holder and stated to be specifically expressly for use therein; and provided provided, however, that the indemnity agreement contained no such Holder shall be liable for any claims hereunder in this Section 2.8(b) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent excess of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence amount of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling Holder from the sale of Registrable Securities covered by pursuant to such registration statementShelf Registration Statement. The foregoing indemnity agreement is in addition to any liability that any Holder may otherwise have to any indemnified party.

Indemnification by the Holders. To the fullest extent permitted by lawEach Holder agrees, each Holder willseverally but not jointly, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, to indemnify and hold harmless the CompanyBuyer and its Affiliates and their respective directors, officers, members, shareholders, partners, employees, affiliates, representatives and agents, each Person who Controls the Buyer (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, members, partners, employees, Affiliates, representatives and agents of such Controlling Person (each, a “Buyer Indemnified Person”) from and against, without duplication, any and all losses, claims, damages, liabilities, contingencies and expenses (including reasonable attorneys’ fees and disbursements and other Holders expenses incurred in connection with investigating, preparing or defending any prospective underwriteraction, claim or proceeding, pending or threatened and the costs of enforcement thereof) to which such Buyer Indemnified Person may become subject caused by, as the case may bea result of, and any of their respective Affiliates, directors, officers and Controlling Persons (collectively, the “Company Indemnified Parties”), against all Claims and expenses arising out of of, based upon or based on: relating to (i) any untrue statement or alleged untrue statement of a material fact contained in a registration statement (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Registration Statement, any preliminary Prospectus (or final Prospectus contained therein, or any amendment or supplement thereto), including all documents incorporated therein by referencethereof, or any (ii) the omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in 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 Buyer specifically for inclusion in such registration statementRegistration Statement, Prospectusany preliminary Prospectus or final Prospectus contained therein, or Issuer Free Writing Prospectus any amendment or supplement thereof or in reliance upon and in conformity with written information furnished to the Company case of an occurrence of an Allowed Delay the use by or on behalf of such Holder of an outdated or defective Prospectus after the Buyer has notified the Sellers’ Representative (and stated to be specifically for use therein; and provided the Sellers’ Representative has subsequently notified the Holders) that the indemnity agreement contained in this Section 2.8(b) Prospectus is outdated or defective. In no event shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the liability of each selling any Holder be greater in amount than the dollar amount of Registrable Securities hereunder shall be limited to the net proceeds received by such selling Holder from upon the sale of the Registrable Securities covered included in the Registration Statement giving rise to such indemnification obligation. In connection with any Underwritten Offering, the Buyer will also be entitled to indemnification from the underwriters, their respective Affiliates and each Person who Controls such Persons (within the meaning of the Securities Act and the Exchange Act) to the same extent as provided above with respect to the indemnification of the Buyer with respect to information furnished by the underwriters, their respective Affiliates and each Person who controls such registration statementPersons to the Buyer specifically for inclusion in such Registration Statement, any preliminary Prospectus or final Prospectus contained therein.

Indemnification by the Holders. To the fullest extent permitted by lawThe Holders, each Holder willindividually and not jointly, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, agree to indemnify and hold harmless the Company, all other Holders or any prospective underwriter, as the case may be, and any of their its respective Affiliatesagents, directors, officers and Controlling employees, each other Person, if any, who controls (within the meaning of the Securities Act) the Company and each other Person (including underwriters) who participates in the offering of such Registrable Securities, against any and all losses, claims, damages and liabilities to which the Company, such agents, directors, officers and employees, or other Persons (collectively, the “Company Indemnified Parties”including underwriters), against all Claims and expenses arising may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities arise out of or are based on: (i) upon any untrue statement or alleged untrue statement of a any material fact contained in a any such registration statement (statement, on the effective date thereof, under which such Registrable Securities were registered under the Securities Act, in any preliminary prospectus or final prospectus contained therein or in any amendment or supplement theretoto any preliminary prospectus or final prospectus (if used during the period the Company is required to keep such registration statement current in any such case), including all documents incorporated therein by reference, or any arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only if and to the extent that any such untrue loss, claim, damage or liability arises out of or is based upon any such statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, Prospectus, said preliminary or Issuer Free Writing Prospectus final prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished to the Company by the Holders and specifically stated to be for use in the preparation of such registration statement; PROVIDED, that, with respect to any untrue statement or on behalf omission or alleged untrue statement or omission made in any preliminary prospectus, no Holder shall be liable to any Person indemnified hereunder to the extent that any loss, claim, damage or liability results from the fact that a current copy of the final prospectus was not sent or given to the Person asserting any such loss, claim, damage or liability at or prior to the written confirmation of the sale of the Registrable Securities concerned to such Person if it is finally determined that it was not the responsibility of such Holder and stated to be specifically for use therein; and provided that the indemnity agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement of any provide such Claim if such settlement is effected without the consent Person with a current copy of the Company (which consent shall not be unreasonably withheld final prospectus and such current copy of such final prospectus would have cured the defect giving rise to such loss, claim, damage or delayed); and provided, further, that in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling Holder from the sale of Registrable Securities covered by such registration statementliability.

Indemnification by the Holders. To Each Holder will severally, and not jointly, in proportion to the fullest extent permitted respective number of shares included by law, each Holder willsuch Holder, if Registrable Securities held by such Holder are included in the registration statement securities as to which such registration, qualification or Prospectuscompliance is being effected, notwithstanding any termination of this Agreement, indemnify and hold harmless the Company, all other Holders or any prospective underwriter, as and the case may be, and any of their respective Affiliatesofficers, directors, officers agents, representatives, investment advisors, partners, members, attorneys, affiliates and Controlling Persons employees of each of them, each Person who controls the Company (collectivelywithin the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents, representatives, investment advisors, partners, members, attorneys, affiliates and employees of each such controlling Person, to the “Company Indemnified Parties”)fullest extent permitted by applicable law, from and against any and all Claims and expenses Losses, as incurred, arising out of of, relating to or based on: (i) upon any untrue statement or alleged untrue statement of a material fact contained in a registration statement (any Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto), including all documents incorporated therein by referencethereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission therefrom of a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleading(in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent extent, that (1) such untrue statement (statements or alleged untrue statement) or omission (or alleged omission) is made omissions are based solely upon information regarding such Holder furnished in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished writing to the Company by or on behalf of such Holder and stated to be specifically expressly for use therein; , or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and provided was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto (it being understood that the indemnity agreement contained Holder has approved Annex A hereto for this purpose), or (2) in the case of an occurrence of an event of the type specified in clauses (b)(ii)-(b)(v) of Section 3, the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated by Section 6(e) or an amended or supplemented Prospectus, but only if and to the extent that following the receipt of the Advice or the amended or supplemented Prospectus the misstatement or omission giving rise to such Loss would have been corrected. Notwithstanding anything in this Section 2.8(b) shall not apply Agreement to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holdercontrary, the liability of each selling the Holder pursuant to this Section 5 shall not exceed the dollar amount of Registrable Securities hereunder shall be limited to the net proceeds received by such selling Holder from upon the sale of Registrable Securities covered by giving rise to such registration statementliability.

Indemnification by the Holders. To Each Holder severally (and not jointly) agrees to indemnify and hold harmless the Company and each of its Affiliates, directors, employees, members, managers, agents and each Person who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and any underwriter that facilitates the sale of Registrable Securities and any Person who controls such underwriter (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the fullest extent permitted by applicable law, each Holder will, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, indemnify from and hold harmless the Company, against any and all other Holders Losses to which they or any prospective underwriter, of them may become subject insofar as the case may be, and any of their respective Affiliates, directors, officers and Controlling Persons (collectively, the “Company Indemnified Parties”), against all Claims and expenses arising such Losses arise out of or are based on: (i) upon any untrue statement or alleged untrue statement of a material fact contained in a registration statement (any Registration Statement pursuant to which Registrable Securities were registered, Prospectus, preliminary prospectus, road show, Issuer Free Writing Prospectus included in any such Registration Statement, or in any amendment thereof or supplement thereto), including all documents incorporated therein by reference, or any arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleadingcase of any Prospectus, preliminary prospectus, road show, Issuer Free Writing Prospectus, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent 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, or Issuer Free Writing Prospectus in reliance upon and in conformity with any written information furnished to the Company by or on behalf of such Holder and stated specifically for inclusion therein; provided, however, that the maximum amount to be specifically for use therein; and provided that the indemnity agreement contained in indemnified by such Holder pursuant to this Section 2.8(b11(b) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds (after deducting underwriters’ discounts and commissions) received by such selling Holder from in the sale Public Offering to which such Registration Statement, Prospectus, preliminary prospectus, road show or Issuer Free Writing Prospectus relates; provided, further, that a Holder shall not be liable in any case to the extent that prior to the filing of Registrable Securities covered by any such registration statementRegistration Statement, Prospectus, preliminary prospectus, road show or Issuer Free Writing Prospectus or any amendment thereof or supplement thereto, each Holder has furnished in writing to the Company, information expressly for use in, and within a reasonable period of time prior to the effectiveness of such Registration Statement or the use of the Prospectus, preliminary prospectus, road show or Issuer Free Writing Prospectus, or any amendment thereof or supplement thereto which corrected or made not misleading information previously provided to the Company. This indemnity agreement will be in addition to any liability which any such Holder may otherwise have.

Indemnification by the Holders. To the fullest extent permitted by lawEach Holder, each Holder willseverally and not jointly, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, shall indemnify and hold harmless the Company, all other Holders the Subsidiary Guarantors, the officers, directors and employees of the Company and each Subsidiary Guarantor and each person, if any, who controls the Company or any prospective underwriterSubsidiary Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages, liabilities and expenses whatsoever as the case may beincurred (including, but not limited to, reasonable attorneys’ fees and any and all reasonable expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim made whatsoever, and any and all amounts paid in settlement of their respective Affiliatesany claim or litigation), directorsjoint or several, officers and Controlling Persons (collectivelyto which they or any of them may become subject under the Securities Act, the “Company Indemnified Parties”)Exchange Act or otherwise, against all Claims and insofar as such losses, claims, damages, liabilities or expenses arising (or action in respect thereof) arise out of of, or are based on: upon: (i) any untrue statement or alleged untrue statement of a material fact contained in a registration statement (the Shelf Registration Statement or any amendment thereto or any related preliminary prospectus or the Prospectus or any amendment thereto or supplement thereto), including all documents incorporated therein by reference, or any thereof; or (ii) the omission or alleged omission therefrom of a to state in the Shelf Registration Statement or any amendment thereto or any related preliminary prospectus or the Prospectus or any amendment thereto or supplement thereof any material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleading(in the case of any related preliminary prospectus or the Prospectus or any amendment thereto or supplement thereof, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent extent, that any such loss, claim, damage, liability or expense arises out of or is based upon any untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission made in such registration statement, Prospectus, or Issuer Free Writing Prospectus therein in reliance upon and in conformity with written information pertaining to such Holder and furnished to the Company by or on behalf of such Holder and stated to be specifically expressly for use therein; and provided that the . The foregoing indemnity agreement contained is in this Section 2.8(b) shall not apply addition to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, liability that in the absence of fraud by such Holder, the liability of each selling any Holder of Registrable Securities hereunder shall be limited may otherwise have to the net proceeds received by such selling Holder from the sale of Registrable Securities covered by such registration statementany indemnified party.

Indemnification by the Holders. To the fullest extent permitted by lawEach holder of Registrable Securities, each Holder willseverally and not jointly, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, will (i) indemnify and hold harmless the Company, Issuers and all other Holders or any prospective underwriter, as the case may be, and any holders of their respective Affiliates, directors, officers and Controlling Persons (collectively, the “Company Indemnified Parties”)Registrable Securities, against all Claims and expenses arising any losses, claims, damages or liabilities to which the Issuers or such other holders of Registrable Securities may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based on: (i) any upon an untrue statement or alleged untrue statement of a material fact contained in a such registration statement statement, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Issuers to any such Electing Holder, or any amendment or supplement thereto), including all documents incorporated therein by reference, or any arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent extent, that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company Issuers by or on behalf of such Electing Holder and stated to be specifically expressly for use therein, and (ii) reimburse the Issuers for any legal or other expenses reasonably incurred by the Issuers in connection with investigating or defending any such action or claim as such expenses are incurred; and provided provided, however, that the indemnity agreement contained in no such Electing Holder shall be required to undertake liability to any person under this Section 2.8(b5(b) shall not apply to for any amounts paid in settlement of any such Claim if such settlement is effected without the consent excess of the Company (which consent shall not dollar amount of the proceeds to be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling Electing Holder from the sale of such Electing Holder’s Registrable Securities covered by pursuant to such registration statement(after deducting any fees, discounts and commissions applicable thereto).

Indemnification by the Holders. To the fullest extent permitted by lawIn connection with any Shelf ------------------------------ Registration Statement in which a Holder is participating, each Holder will, if Registrable Securities held by such Holder are included in the registration statement or Prospectusagrees, severally and not jointly, to indemnify and hold harmless the Company, its directors and officers and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against all other Holders or any prospective underwriter, Damages to the same extent as the case may beforegoing indemnity from the Company to such Holder, and any of their respective Affiliates, directors, officers and Controlling Persons (collectively, but only to the “Company Indemnified Parties”), against all Claims and expenses arising extent such Damages arise out of or are based on: (i) upon any untrue statement or alleged untrue statement of a material fact contained in a registration statement any Shelf Registration Statement (or any amendment thereto) or Prospectus (or any amendment or supplement thereto), including all documents incorporated therein ) or are caused by reference, or any omission or alleged omission therefrom of to state therein a material fact, in each case, fact necessary in order to make the statements therein not misleadingtherein, in light of the circumstances under which they were made, (ii) any not misleading, which untrue statement or alleged untrue statement of a material fact contained omission is based upon information relating to such Holder furnished in a writing to the Company by such Holder expressly for use in any such Shelf Registration Statement (or any amendment thereto) or any such Prospectus (or any amendment or supplement thereto); provided, including all documents incorporated therein by referencehowever, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order that such Holder -------- ------- shall not be obligated to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each provide such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only indemnity to the extent that such untrue statement (Damages result from the failure of the Company to promptly amend or alleged untrue statement) take action to correct or omission (supplement any such Shelf Registration Statement or alleged omission) is made in such registration statement, Prospectus, Prospectus on the basis of corrected or Issuer Free Writing Prospectus in reliance upon and in conformity with written supplemental information furnished in writing to the Company by or on behalf of such Holder and stated to be specifically expressly for use therein; and provided that the indemnity agreement contained in this Section 2.8(b) such purpose. In no event shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the liability of each selling any Holder of Registrable Securities hereunder shall be limited to greater in amount than the dollar amount of the net proceeds received by such selling Holder from upon the sale of the Registrable Securities covered by giving rise to such registration statementindemnification obligation.

Indemnification by the Holders. To the fullest extent permitted by lawEach Holder, each Holder willseverally and not jointly, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, shall indemnify and hold harmless the Company, the officers, directors and employees of the Company and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all other Holders losses, claims, damages, liabilities and expenses whatsoever as incurred (including, but not limited to, reasonable attorneys’ fees and any and all reasonable expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any prospective underwriter, as the case may beclaim made whatsoever, and any and all amounts paid in settlement of their respective Affiliatesany claim or litigation), directorsjoint or several, officers and Controlling Persons (collectivelyto which they or any of them may become subject under the Securities Act, the “Company Indemnified Parties”)Exchange Act or otherwise, against all Claims and insofar as such losses, claims, damages, liabilities or expenses arising (or action in respect thereof) arise out of of, or are based on: upon: (i) any untrue statement or alleged untrue statement of a material fact contained in a registration statement (the Shelf Registration Statement or any amendment thereto or any related preliminary prospectus or the Prospectus or any amendment thereto or supplement thereto), including all documents incorporated therein by reference, or any thereof; or (ii) the omission or alleged omission therefrom of a to state in the Shelf Registration Statement or any amendment thereto or any related preliminary prospectus or the Prospectus or any amendment thereto or supplement thereof any material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleading(in the case of any related preliminary prospectus or the Prospectus or any amendment thereto or supplement thereof, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent extent, that any such loss, claim, damage, liability or expense arises out of or is based upon any untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission made in such registration statement, Prospectus, or Issuer Free Writing Prospectus therein in reliance upon and in conformity with written information pertaining to such Holder and furnished to the Company by or on behalf of such Holder and stated to be specifically expressly for use therein; and provided that the . The foregoing indemnity agreement contained is in this Section 2.8(b) shall not apply addition to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, liability that in the absence of fraud by such Holder, the liability of each selling any Holder of Registrable Securities hereunder shall be limited may otherwise have to the net proceeds received by such selling Holder from the sale of Registrable Securities covered by such registration statementany indemnified party.

Indemnification by the Holders. To Each of the fullest extent permitted by lawHolders agrees, each Holder willseverally and not jointly, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, to indemnify and hold harmless the Company, all other Holders the Guarantor, each Person, if any, who controls the Company within the meaning of Section 15 of the Act or any prospective underwriter, as Section 20(a) of the case may be, Exchange Act and any of their the respective Affiliatesofficers, directors, officers partners, employees, representatives and Controlling Persons (collectivelyagents of the Company, the “Company Indemnified Parties”Guarantor or any such controlling Person, against any and all losses, liabilities, claims, damages and expenses whatsoever (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever and any and all amounts paid in settlement of any claim or litigation), against all Claims and joint or several, to which they or any of them may become subject under the Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses arising (or actions in respect thereof) arise out of or are based on: (i) any untrue statement or alleged untrue statement of a material fact contained in a registration statement (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (Registration Statement or Prospectus, or in any amendment thereof or supplement thereto), including all documents incorporated therein by reference, or any arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleadingtherein, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, not misleading in each case to the extent, but only to the extent extent, that any such loss, liability, claim, damage or expense arises out of or is based upon any untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission made in such registration statement, Prospectus, or Issuer Free Writing Prospectus therein 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 expressly for use therein; and provided that the indemnity agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, furtherhowever, that in no case shall any Holder be liable or responsible for any amount in excess of the absence dollar amount of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling Holder from the sale of Registrable Securities covered by such registration statement.upon the