Common use of Indemnification by the Holders Clause in Contracts

Indemnification by the Holders. Each selling holder of Registrable Securities agrees (severally and not jointly) to indemnify and hold harmless, to the full extent permitted by law, the Issuer, its directors and officers and each Person who controls the Issuer (within the meaning of the Securities Act and the Exchange Act) from and against any Losses resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration Statement under which such Registrable Securities 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 Issuer specifically for inclusion in such Registration Statement. This indemnity shall be in addition to any liability such holder may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Issuer or any indemnified party. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such holder under the sale of the Registrable Securities giving rise to such indemnification obligation. The Issuer shall be entitled to receive indemnities from, if applicable and if requested, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement. Each holder also shall indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Issuer.

Indemnification by the Holders. Each selling holder of The Company may require, as a condition to including any Registrable Securities agrees (in any registration statement filed pursuant to Section 2(b) hereof, that the Company shall have received an undertaking reasonably satisfactory to it from the Electing Holder of such Registrable Securities, severally and not jointly, to (i) to indemnify and hold harmlessharmless the Company and all other holders of Registrable Securities, against any losses, claims, damages or liabilities to which the full extent permitted by lawCompany or such other holders of Registrable Securities may become subject, the Issuer, its directors and officers and each Person who controls the Issuer (within the meaning of under the Securities Act and the Exchange Actor otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) from and against any Losses resulting from any arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such registration 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, or arise out of or are based upon the omission of or alleged omission to state therein a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission had been contained or alleged omission was made in any reliance upon and in conformity with written information furnished in writing to the Company by such selling holder to Electing Holder expressly for use therein, and (ii) reimburse the Issuer specifically Company for inclusion any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such Registration Statement. This indemnity action or claim as such expenses are incurred; provided, however, that no such Electing Holder shall be in addition required to undertake liability to any liability such holder may otherwise have. Such indemnity shall remain person under this Section 6(b) for any amounts in full force and effect regardless excess of any investigation made by or on behalf of the Issuer or any indemnified party. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds to be received by such holder under Electing Holder from the sale of the such Electing Holder’s Registrable Securities giving rise pursuant to such indemnification obligation. The Issuer shall be entitled to receive indemnities from, if applicable and if requested, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement. Each holder also shall indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Issuerregistration.

Indemnification by the Holders. Each selling holder of Registrable Securities In connection with any Registration Statement in which a Holder is participating, by such participation each Holder agrees (to severally and not jointly) to indemnify jointly indemnify, hold harmless and hold harmlessdefend, to the full same extent permitted by lawand in the same manner as is set forth in subsection (e)(i) above, the IssuerCompany, each of its directors and directors, each of its officers who signs a Registration Statement, each of the Company’s agents or representatives, and each Person person or entity, if any, who controls the Issuer (Company within the meaning of the Securities Act and or the Exchange Act) from and Act (each, a “Company Indemnified Person”), against any Losses resulting from Claim or Indemnified Damages to which any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered them may become subject, under the Securities Act, the Exchange Act (including or otherwise, to the extent such Claim or Indemnified Damages arises directly from 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 ProspectusViolation, in light of the circumstances under which they were made) not misleading, each case to the extent, but and only to the extent, that such untrue statement or omission had been contained Violation occurs in any reliance upon and in conformity with written information furnished in writing to the Company by such selling holder to the Issuer Holder specifically for inclusion use in connection with such Registration Statement. This ; and, subject to subsection (e)(v) below, such Holder will reimburse any legal or other reasonable expenses incurred by them in connection with investigating or defending any such Claim; provided, however, that the indemnity agreement contained in this subsection (e)(ii) and the agreement with respect to contribution set forth below shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of such Holder, which consent shall not be unreasonably withheld; provided, further, however, that the Holder shall be in addition liable under this subsection (e)(ii) for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to any liability such holder may otherwise haveHolder as a result of the sale of the Registrable Shares pursuant to a Registration Statement giving rise to such liability. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Issuer or any indemnified partysuch Company Indemnified Person. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such holder under the sale of the Registrable Securities giving rise to such indemnification obligation. The Issuer shall be entitled to receive indemnities from, if applicable and if requested, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, Notwithstanding anything to the same extent as provided above contrary contained herein, the indemnification agreement contained in this subsection (with appropriate modificatione)(ii) with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement. Each holder also prospectus shall indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) not inure to the same extent benefit of any Company Indemnified Person if the untrue statement or omission of material fact contained in the prospectus was corrected on a timely basis in the prospectus, as provided above with respect to the indemnification of the Issuerthen amended or supplemented.

Indemnification by the Holders. Each selling holder of Registrable Securities agrees (In connection with any Registration Statement in which there are Participating Holders, each such Participating Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and shall indemnify, severally and not jointly) to indemnify and hold harmless, to the full fullest extent permitted by law, the IssuerCompany, its directors and officers Affiliates and each Person who controls the Issuer Company (within the meaning of the Securities Act and the Exchange Act) from and their respective officers and directors against all losses, claims, damages, liabilities and expenses arising out of or based upon any Losses resulting from any untrue or alleged untrue statement of a material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto 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, extent that the same are made in reliance and in conformity with information relating to such untrue statement or omission had been contained in any information Holder furnished in writing to the Company by such selling holder Holder expressly for use therein or caused by such Holder’s failure to deliver to such Holder’s immediate purchaser a copy of the Registration Statement or Prospectus or any amendments or supplements thereto (if the same was required by applicable law to be so delivered) after the Company has furnished such Holder with a sufficient number of copies of the same; provided, however, that the liability of each such Holder shall be in proportion to and limited to the Issuer specifically for inclusion in net amount received by such Holder from the sale of Registerable Securities pursuant to such Registration Statement. This indemnity shall be in addition to any liability such holder may otherwise have. Such indemnity The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Issuer indemnified Person or any officer, director or controlling Person of such indemnified party. In no event Person and shall survive the liability transfer of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such holder under the sale of the Registrable Securities giving rise to such indemnification obligation. The Issuer shall be entitled to receive indemnities from, if applicable and if requested, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement. Each holder also shall indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Issuersecurities.

Indemnification by the Holders. Each selling holder of Holder will, if Registrable Securities agrees (severally and not jointly) held by such Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify and hold harmlessthe Company, to the full extent permitted by law, the Issuer, its directors and officers and each Person of its officers, directors, legal counsel and accountants, and each person who controls the Issuer (Company within the meaning of Section 15 of the Securities Act Act, against all claims, losses, damages and the Exchange Actliabilities (or actions in respect thereof) from and against any Losses resulting from arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission of (or alleged omission) to state therein a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading, or any violation by the Holder of any rule or regulation promulgated under the Act or any state securities laws applicable to the Holder and relating to action or inaction required by the Holder in connection with any such registration, qualification or compliance, and will reimburse each such indemnified person for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or omission had been contained alleged omission) is made in any such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished in writing by such selling holder to the Issuer specifically for inclusion in such Registration Statement. This indemnity shall be in addition to any liability such holder may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made Company by an instrument duly executed by or on behalf of the Issuer or any indemnified party. In no event shall the liability of any selling holder of Registrable Securities hereunder such Holder and stated to be greater in amount than the dollar amount of the proceeds received by such holder under the sale of the Registrable Securities giving rise to such indemnification obligation. The Issuer shall be entitled to receive indemnities from, if applicable and if requested, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statementuse therein. Each holder Holder shall also shall indemnify and hold harmless any underwriters underwriter of the Registrable Securities, their officers officers, directors, partners, members and directors agents and each Person person who controls such underwriters (within the meaning of the Securities Act) to on substantially the same extent basis as provided above with respect to that of the indemnification of the IssuerCompany provided in this Section 4.2; provided, however, that in no event shall any indemnity obligation under this Section 4.2 exceed the dollar amount of the net proceeds actually received by such Holder from the sale of Registrable Securities which gave rise to such indemnification obligations under such registration statement or prospectus.

Indemnification by the Holders. Each selling holder of Registrable Securities agrees Holder severally (severally and not jointly) agrees to indemnify and hold harmlessharmless the Company and each of its Affiliates, to the full extent permitted by lawdirectors, the Issueremployees, its directors members, managers and officers agents and each Person who controls the Issuer (Company within the meaning of either the Securities Act and or the Exchange Act) , to the fullest extent permitted by applicable law, from and against any Losses resulting from and all losses, claims, damages or liabilities to which they or any of them may become subject insofar as such losses, claims, damages or liabilities arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement as originally filed or in any amendment thereof, or in the Disclosure Package or any Holder Free Writing Prospectus, preliminary, final or summary Prospectus included in any such Registration Statement, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission of or alleged omission to state therein a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that any such untrue statement or alleged untrue statement or omission had been or alleged omission is contained in any written information relating to such Holder furnished to the Company by or on behalf of such Holder specifically for inclusion therein; provided, however, that the total amount to be indemnified by such Holder pursuant to this Section 9(b) shall be limited to the net proceeds (after deducting underwriters’ discounts and commissions) received by such Holder in the offering to which such Registration Statement or Prospectus relates; provided, further, that a Holder shall not be liable in any case to the extent that prior to the filing of any such Registration Statement or Disclosure Package, or any amendment thereof or supplement thereto, each Holder has furnished in writing by such selling holder to the Issuer specifically Company, information expressly for inclusion in use in, and within a reasonable period of time prior to the effectiveness of such Registration StatementStatement or Disclosure Package, or any amendment thereof or supplement thereto which corrected or made not misleading information previously provided to the Company. This indemnity shall agreement will be in addition to any liability which any such holder Holder may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Issuer or any indemnified party. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such holder under the sale of the Registrable Securities giving rise to such indemnification obligation. The Issuer shall be entitled to receive indemnities from, if applicable and if requested, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement. Each holder also shall indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Issuer.

Indemnification by the Holders. Each selling holder of In the event any Registrable Securities agrees (severally and not jointly) to indemnify and hold harmlessare included in a registration statement under this Agreement, to the full extent permitted by law, each holder whose Registrable Securities are registered pursuant to such registration statement will, and hereby does indemnify and hold harmless (in the Issuersame manner and to the same extent as set forth in Section 6.1) each underwriter, its directors and officers and each Person who controls the Issuer (such underwriter within the meaning of the Securities Act Act, the Corporation, each director of the Corporation, each officer of the Corporation and each other Person, if any, who controls the Exchange Act) from and against any Losses resulting from any untrue statement Corporation within the meaning of a material fact or any 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 Act, with respect to any finalstatement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary Prospectus prospectus contained therein therein, or any amendment thereof or supplement thereto thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with information furnished to the Corporation by the holders expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that the holders shall not be liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities or any documents incorporated by reference therein)other Person, or necessary to make if any, who controls such underwriter within the statements therein (in meaning of the case of a Prospectus or preliminary ProspectusSecurities Act, in light any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the circumstances under which they were made) not misleadingfinal prospectus, as the same may be then supplemented or amended, to the extent, but only to the extent, that such Person asserting an untrue statement or alleged untrue statement or omission had been contained in any information furnished in writing by such selling holder or alleged omission at or prior to the Issuer specifically for inclusion written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such Registration Statement. This indemnity shall be in addition to any liability such holder may otherwise havefinal prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any underwriter, the Issuer Corporation or any indemnified party. In no event such director, officer or controlling Person and shall survive the liability transfer of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received such securities by such holder under the sale of the Registrable Securities giving rise to such indemnification obligation. The Issuer shall be entitled to receive indemnities from, if applicable and if requested, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement. Each holder also shall indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Issuerseller.

Indemnification by the Holders. Each selling holder of and any Agents and Underwriters. The Issuers may require, as a condition to including any Registrable Securities agrees (in any registration statement filed pursuant to Section 2(b) hereof and to entering into any underwriting agreement or similar agreement with respect thereto, that the Issuers shall have received an undertaking reasonably satisfactory to them from the Electing Holder of such Registrable Securities included in a Shelf Registration Statement and from each underwriter or agent named in any such underwriting agreement or similar agreement, severally and not jointly, to (i) to indemnify and hold harmlessharmless the Issuers and all other holders of Registrable Securities, against any losses, claims, damages or liabilities to which the full extent permitted by lawIssuers or such other holders of Registrable Securities may become subject, the Issuer, its directors and officers and each Person who controls the Issuer (within the meaning of under the Securities Act and the Exchange Actor otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) from and against any Losses resulting from any arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such registration 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, or arise out of or are based upon the omission of or alleged omission to state therein a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission had been contained or alleged omission was made in any reliance upon and in conformity with written information furnished in writing to the Issuers by such selling holder to Electing Holder or underwriter expressly for use therein, and (ii) reimburse the Issuer specifically Issuers for inclusion any legal or other expenses reasonably incurred by the Issuers in connection with investigating or defending any such Registration Statement. This indemnity action or claim as such expenses are incurred; provided, however, that no such Electing Holder shall be in addition required to undertake liability to any liability such holder may otherwise have. Such indemnity shall remain person under this Section 6(b) for any amounts in full force and effect regardless excess of any investigation made by or on behalf of the Issuer or any indemnified party. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds to be received by such holder under Electing Holder from the sale of the such Electing Holder's Registrable Securities giving rise pursuant to such indemnification obligation. The Issuer shall be entitled to receive indemnities from, if applicable and if requested, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement. Each holder also shall indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Issuerregistration.

Indemnification by the Holders. Each selling holder of Registrable Securities agrees (severally and not jointly) to indemnify and hold harmless, to the full extent permitted by law, the IssuerCompany, its directors and officers and each Person who controls the Issuer Company (within the meaning of the Securities Act and the Exchange Act) from and against any Losses resulting from any untrue statement of a material fact or any omission of a material fact that is provided by such selling holder and that is (i) required to be stated in the 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 (ii) necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading, in each case to the extent, 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 Issuer Company specifically for inclusion in such Registration Statement. This indemnity shall be in addition to any liability such holder may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Issuer or any indemnified party. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such holder under the sale of the Registrable Securities giving rise to such indemnification obligation. The Issuer Company shall be entitled to receive indemnities from, if applicable and if requested, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement. Each holder also shall indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the IssuerCompany.

Indemnification by the Holders. Each selling holder of The Company may require, as a condition to including any Registrable Securities agrees (in any registration statement filed pursuant to Section 2(b) hereof, that the Company shall have received an undertaking reasonably satisfactory to it from the Electing Holder of such Registrable Securities, severally and not jointly, to (i) to indemnify and hold harmlessharmless the Company, and all other holders of Registrable Securities, against any losses, claims, damages or liabilities to which the full extent permitted by lawCompany, the Issueror such other holders of Registrable Securities may become subject, its directors and officers and each Person who controls the Issuer (within the meaning of under the Securities Act and the Exchange Actor otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) from and against any Losses resulting from any arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such registration 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, or arise out of or are based upon the omission of or alleged omission to state therein a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission had been contained or alleged omission was made in any reliance upon and in conformity with written information furnished in writing to the Company by such selling holder to Electing Holder expressly for use therein, and (ii) reimburse the Issuer specifically Company for inclusion any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such Registration Statement. This indemnity action or claim as such expenses are incurred; provided, however, that no such Electing Holder shall be in addition required to undertake liability to any liability such holder may otherwise have. Such indemnity shall remain person under this Section 5(b) for any amounts in full force and effect regardless excess of any investigation made by or on behalf of the Issuer or any indemnified party. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds to be received by such holder under Electing Holder from the sale of the such Electing Holder’s Registrable Securities giving rise pursuant to such indemnification obligation. The Issuer shall be entitled to receive indemnities from, if applicable and if requested, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement. Each holder also shall indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Issuerregistration.

Indemnification by the Holders. Each selling holder Electing Holder agrees, as a consequence of the inclusion of any of such holder’s Registrable Securities agrees (in any Registration Statement, severally and not jointly, to (i) to indemnify and hold harmless, to harmless the full extent permitted by law, the IssuerCompany, its directors and directors, its officers who sign such Registration Statement and each Person person, if any, who controls the Issuer (Company within the meaning of either Section 15 of the Securities Act and or Section 20 of the Exchange Act) from and , against any Losses resulting from any losses, claims, damages or liabilities to which the Company or such other persons may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement of a material fact contained in such Registration Statement or Prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission of to state therein a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission had been contained was made in any reliance upon and in conformity with written information furnished in writing by such selling holder to the Issuer specifically for inclusion in such Registration Statement. This indemnity shall be in addition to any liability such holder may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made Company by an instrument duly executed by or on behalf of such holder and stated to be expressly for use therein, provided, however, the Issuer foregoing indemnity agreement shall not inure to the Indemnified Person who was notified of the inaccurate material information or omission prior to such use of Prospectus and (ii) reimburse the Company and its directors and its officers who sign such Registration Statement for any indemnified partylegal or other expenses reasonably incurred by the Company and such directors and officers in connection with investigating or defending any such action or claim as such expenses are incurred. In no event shall For the purposes of this subsection (b), the Company may rely on written information furnished to the Company by an Indemnified Person via electronic mail if such electronic mail is followed within five (5) days thereof by a written instrument meeting the requirements set forth in the foregoing sentence. The liability of any selling holder each Electing Holder shall be in proportion to and limited to the net amount received by such Electing Holder from the sale of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such holder under the sale of the Registrable Securities giving rise pursuant to such indemnification obligation. The Issuer shall be entitled to receive indemnities from, if applicable and if requested, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement. Each holder also shall indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Issuer.

Indemnification by the Holders. Each selling holder of Registrable Securities Holder agrees (severally and not jointly) to indemnify and hold harmless, harmless (in the same manner and to the full same extent permitted by lawas set forth in Section 5(a)) Parent, each member of the IssuerBoard, its directors each officer, employee and officers agent of Parent and each Person other Person, if any, who controls any of the Issuer (foregoing within the meaning of the Securities Act and or the Exchange Act) from and against , with respect to any Losses resulting from any untrue statement or alleged untrue statement of a material fact in or any omission of or alleged omission to state a material fact required to be stated in the Registration Statement under which from such Registrable Securities were registered under the Securities Act (including registration statement, any finalpreliminary prospectus, preliminary final prospectus or summary Prospectus prospectus contained therein 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 misleadingthereto, to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission had been contained or alleged omission was made in any reliance upon and in conformity with written information about such Holder furnished in writing to Parent by such selling holder to the Issuer Holder specifically for inclusion in such Registration Statementregistration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement and has not been corrected in a subsequent registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto prior to or concurrently with the sale of the Registrable Securities to the Person asserting the claim; provided, however, that Holder shall not be liable for any amounts in excess of the net proceeds received by such Holder from sales of Registrable Securities pursuant to the registration statement to which the claims relate, and provided, further, that the obligations of the Holders shall be several and not joint and several. This indemnity shall be in addition to any liability such holder Holder may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Issuer Parent or any indemnified party. In no event party and shall survive the liability transfer of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received such securities by such holder under the sale of the Registrable Securities giving rise to such indemnification obligation. The Issuer shall be entitled to receive indemnities from, if applicable and if requested, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement. Each holder also shall indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the IssuerParent.

Indemnification by the Holders. Each selling holder of Registrable Securities agrees (severally and not jointly) to indemnify and hold harmless, to the full extent permitted by law, the Issuer, its directors directors, officers and officers partners, and each Person who controls the Issuer (within the meaning of the Securities Act and the Exchange Act), and each other selling holder of Registrable Securities, their respective officers, directors and partners, and each Person who controls (within the meaning of the Securities Act or the Exchange Act) such Person, from and against any Losses resulting from any untrue or allegedly untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement under which such Registrable Securities 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 Issuer specifically expressly for inclusion in such Registration Statement. This indemnity shall be in addition to any liability such holder may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Issuer or any indemnified partyIndemnified Party. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the net proceeds received by such holder under the sale of the Registrable Securities giving rise to such indemnification obligation. The Issuer shall be entitled to receive indemnities from, if applicable and if requested, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement. Each holder also shall indemnify any underwriters of the Registrable Securities, their officers officers, directors and directors 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 Issuer.

Indemnification by the Holders. Each selling holder of Registrable Securities Holder agrees (severally and not jointly) to indemnify and hold harmless, to the full extent permitted by law, the IssuerCompany, its directors directors, officers, employees and officers agents and each Controlling Person who controls the Issuer (within the meaning of the Securities Act and the Exchange Act) Company, from and against any Losses resulting from and all Damages to which any of them may become subject under the Securities Act or otherwise to the extent such Damages arise out of or are based upon any Violation, in each case to the extent that such Violation occurs as a result of (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (including any related preliminary or final Prospectus), or any omission of or alleged omission to state therein a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectustherein, in light of the circumstances under which they were made) not , no misleading, if and to the extent, but only to the extent, extent that such untrue statement or omission had been arose out of or was based upon information regarding such Holder or its plan of distribution which was furnished to the Company by such Holder for use therein, or (ii) the failure by such Holder to deliver or cause to be delivered to any purchaser of the shares covered by the Registration Statement the Prospectus contained in the Registration Statement (as amended or supplemented, if applicable) furnished by the Company to such Holder. Notwithstanding the foregoing, (A) in no event will a Holder have any information furnished obligation under this Section 5(b) for amounts the Company pays in writing by settlement of any such selling holder to loss, claim, damage, liability or action if such settlement is effected without the Issuer specifically consent of the Holder (which consent shall not be unreasonably withheld) and (B) the total amount for inclusion in such Registration Statement. This indemnity which a Holder shall be liable under this Section 5(b) shall not in addition to any liability such holder may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of event exceed the Issuer or any indemnified party. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the aggregate net proceeds received by such holder under Holder from the sale of the Holder's Registrable Securities giving rise to in such indemnification obligationregistration. The Issuer shall be entitled to receive indemnities from, if applicable and if requested, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement. Each holder also shall indemnify any underwriters obligations of the Holders under this Section 5(b) shall survive the completion of any offering of Registrable Securities, their officers Securities pursuant to a Registration Statement under this Agreement or otherwise and directors and each Person who controls such underwriters (within shall survive the meaning termination of the Securities Act) to the same extent as provided above with respect to the indemnification of the Issuerthis Agreement.

Indemnification by the Holders. Each selling holder Electing Holder agrees, as a consequence of the inclusion of any of such holder's Registrable Securities agrees (in any Registration Statement, severally and not jointly, to (i) to indemnify and hold harmless, to harmless the full extent permitted by law, the IssuerCompany, its directors and directors, its officers who sign such Registration Statement and each Person person, if any, who controls the Issuer (Company within the meaning of either Section 15 of the Securities Act and or Section 20 of the Exchange Act) from and , against any Losses resulting from any losses, claims, damages or liabilities to which the Company or such other persons may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement of a material fact contained in such Registration Statement or Prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission of to state therein a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission had been contained was made in any reliance upon and in conformity with written information furnished in writing by such selling holder to the Issuer specifically for inclusion in such Registration Statement. This indemnity shall be in addition to any liability such holder may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made Company by an instrument duly executed by or on behalf of such holder and stated to be expressly for use therein and (ii) reimburse the Issuer Company and its directors and its officers who sign such Registration Statement for any legal or other expenses reasonably incurred by the Company and such directors and officers in connection with investigating or defending any indemnified partysuch action or claim as such expenses are incurred. In no event shall For the purposes of this subsection (b), the Company may rely on written information furnished to the Company by an Indemnified Person via electronic mail if such electronic mail is followed within five (5) days thereof by a written instrument meeting the requirements set forth in the foregoing sentence. The liability of any selling holder each Electing Holder shall be in proportion to and limited to the net amount received by such Electing Holder from the sale of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such holder under the sale of the Registrable Securities giving rise pursuant to such indemnification obligation. The Issuer shall be entitled to receive indemnities from, if applicable and if requested, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement. Each holder also shall indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Issuer.

Indemnification by the Holders. Each selling holder As a condition to including any Registrable Securities in any registration statement, each Holder of such Registrable Securities agrees (severally and not jointly) to indemnify and hold harmless, harmless (in the same manner and to the full same extent permitted by law, as set forth in Section 3.8(a)) the Issuer, its directors all other Holders and officers any prospective underwriter, as the case may be, and each Person who controls the Issuer (within the meaning any of the Securities Act their respective Affiliates, directors, officers, general and the Exchange Act) limited partners, members and managing members and controlling Persons, with respect to any statement or alleged statement in or omission or alleged omission from and against such registration statement, any Losses resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered under the Securities Act (including any finalpreliminary, preliminary final or summary Prospectus prospectus contained therein therein, or any amendment thereof or supplement thereto supplement, if such statement or any documents alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information with respect to such Holder furnished to the Issuer by such Holder expressly for use in the preparation of such registration statement, preliminary, final or summary prospectus or amendment or supplement, or a document incorporated by reference therein), or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectus, in light into any of the circumstances foregoing; provided, however, that each Holder’s aggregate liability hereunder and under which they were madeSection 3.8(b) not misleading, with respect to any particular registration shall be limited to an amount equal to the extentnet proceeds (after deducting underwriting commissions and discounts, but only before deducting any expenses) received by such Holder from the Registrable Securities sold by such Holder in such registration; provided further, that no Holder shall have liability hereunder to the extentextent such Holder timely corrects, that amends or supplements such untrue statement or omission had been contained in any written information previously furnished in writing by such selling holder to the Issuer specifically for inclusion in such Registration Statement. This indemnity shall be in addition to any liability such holder may otherwise haveIssuer. Such indemnity shall will remain in full force and effect regardless of any investigation made by or on behalf of the Issuer or any indemnified partyof the Holders, or any of their respective Affiliates, directors, officers or controlling Persons and will survive the Transfer of such securities by such Holder. In no event shall the liability Any indemnification obligation of any selling holder a Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such holder under the sale of the Registrable Securities giving rise to such indemnification obligation. The Issuer shall be entitled to receive indemnities from, if applicable several and if requested, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (not joint with appropriate modification) with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement. Each holder also shall indemnify any underwriters each other Holder of the Registrable Securities, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Issuer.

Indemnification by the Holders. Each selling holder In connection with any registration statement in which either (A) a Holder is participating or (B) the Company sells Common Shares in connection with a related Synthetic Secondary Transaction with respect to such Holder’s Registrable Shares, each such Holder will furnish to the Company in writing such information with respect to such Holder as the Company reasonably requests for use in connection with any registration statement or prospectus covering the Registrable Shares of Registrable Securities such Holder (or Common Shares in the related Synthetic Secondary Transaction) and to the extent permitted by law agrees (severally and not jointly) to indemnify and hold harmless, to harmless the full extent permitted by law, the IssuerCompany, its directors directors, officers and officers agents and each Person who controls the Issuer (within the meaning of the Securities 1933 Act or the 0000 Xxx) the Company and the Exchange Act) from and any other Holder, against any Losses resulting from losses, claims, damages, liabilities and expenses arising out of or based upon any untrue statement of a material fact or any omission of to state 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 registration statement or prospectus or preliminary prospectus (in the case of a Prospectus the prospectus or preliminary Prospectusprospectus, 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 is made in any reliance on and in conformity with the written information furnished in writing by such selling holder to the Issuer specifically for inclusion in such Registration Statement. This indemnity shall be in addition to any liability such holder may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Issuer or any indemnified party. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such holder under the sale of the Registrable Securities giving rise to such indemnification obligation. The Issuer shall be entitled to receive indemnities from, if applicable and if requested, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) signed affidavit with respect to information such Holder so furnished in writing by such Persons specifically Holder expressly for inclusion use in the registration statement or prospectus; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Holders and the liability of each such Holder shall be in proportion to and limited to the net amount received by such Holder from the sale of Registrable Shares pursuant to such registration statement or Synthetic Secondary Transaction, as the case may be, in accordance with the terms of this Agreement. The Company and the Holders hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders, the only information furnished or to be furnished to the Company for use in any Prospectus registration statement or Registration Statement. Each holder also shall indemnify any underwriters of prospectus relating to the Registrable SecuritiesShares (or Common Shares in the related Synthetic Secondary Transaction) or in any amendment, their officers supplement or preliminary materials associated therewith are statements specifically relating to (a) transactions or the relationship between such Holder and directors its Affiliates, on the one hand, and each Person who controls the Company, on the other hand, (b) the beneficial ownership of Registrable Shares by such underwriters Holder and its Affiliates, (within c) the meaning name and address of such Holder (d) any additional information about such Holder or the Securities Actplan of distribution (other than for an underwritten offering) required by law or regulation to the same extent as provided above be disclosed in any such document and (e) with respect to any Synthetic Secondary Transaction, the indemnification material terms of the Issuersuch transaction and related Share Purchase Agreement.

Indemnification by the Holders. Each selling holder of the Holders will, if Registrable Securities agrees (severally and not jointly) held by it are included in the securities as to which such Registration Statement is being effected, indemnify and hold harmlessthe Company, to the full extent permitted by law, the Issuer, each of its directors and officers officers, and each Person who controls “controls” the Issuer (Company within the meaning of SEC Rule 405 under the Securities Act and the Exchange Act) from and , against all Claims arising out of or based on any Losses resulting from any actual or alleged untrue statement of a material fact fact, or any omission of or a material fact required to be stated therein or necessary in order to make the statement included or incorporated therein not misleading, contained in the Registration Statement under which Statement, prospectus, or other offering document made by or on behalf of such Registrable Securities were registered under Holder, and will reimburse the Securities Act (including Company, its directors, officers, partners, members or control Persons for any final, preliminary or summary Prospectus contained therein legal or any amendment thereof or supplement thereto or other expenses reasonably incurred in connection with investigating and defending any documents incorporated by reference therein), or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectussuch Claim, in light of the circumstances under which they were made) not misleading, each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission had been contained (or alleged omission) is made in any the Registration Statement, prospectus or other document in reliance upon and in conformity with written information furnished in writing by such selling holder to the Issuer specifically for inclusion in such Registration Statement. This indemnity shall be in addition to any liability such holder may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made Company by or on behalf of such Holder and stated to be specifically for use therein; provided, however, that the Issuer or any indemnified party. In no event shall the liability indemnity obligations of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount each of the Holders hereunder shall be limited to an amount equal to the net proceeds received by such holder under Holder from the sale of the Registrable Securities giving rise to such indemnification obligation. The Issuer shall be entitled to receive indemnities from, if applicable and if requested, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, pursuant to the same extent as provided above (with appropriate modification) with respect Registration Statement; and provided, further, that the only information that a Holder will be required to information so furnished in writing by such Persons specifically furnish to the Company for inclusion use in any Prospectus Registration Statement or Registration Statement. Each holder also shall indemnify any underwriters of prospectus relating to the Registrable Securities, their officers or in any amendment, supplement or preliminary materials associated therewith will be statements specifically relating to (a) the beneficial ownership of Company securities by such Holder and directors its affiliates and each Person who controls (b) the name and address of such underwriters (within the meaning Holder. In no event shall a Holder be jointly liable with any other Holder as a result of the Securities Act) to the same extent as provided above with respect to the its indemnification of the Issuerobligations.

Indemnification by the Holders. Each selling holder of Registrable Securities agrees (In connection with any Registration Statement in which there are Participating Holders, each such Participating Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and shall indemnify, severally and not jointly) to indemnify and hold harmless, to the full fullest extent permitted by law, the IssuerCompany, its directors and officers Affiliates and each Person who controls the Issuer Company (within the meaning of the Securities Act and the Exchange Act) from and their respective officers and directors against all losses, claims. damages. liabilities and expenses arising out of or based upon any Losses resulting from any untrue or alleged untrue statement of a material fact contained in the Registration Statement, Prospectus or preliminary Prospect us or any amendment thereof or supplement thereto 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, extent that the same are made in reliance and in conformity with information relating to such untrue statement or omission had been contained in any information Holder furnished in writing to the Company by such selling holder Holder expressly for use therein or caused by such Holder’s failure to deliver to such Holder’s immediate purchaser a copy of the Registration Statement or Prospectus or any amendments or supplement s thereto (if the same was required by applicable law to be so delivered) after the Company has furnished such Holder with a sufficient number of copies of the same; provided, however, that the liability of each such Holder shall be in proportion to and limited to the Issuer specifically for inclusion in net amount received by such Holder from the sale of Registerable Securities pursuant to such Registration Statement. This indemnity shall be in addition to any liability such holder may otherwise have. Such indemnity The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Issuer indemnified Person or any officer, director or controlling Person of such indemnified party. In no event Person and shall survive the liability transfer of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such holder under the sale of the Registrable Securities giving rise to such indemnification obligation. The Issuer shall be entitled to receive indemnities from, if applicable and if requested, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement. Each holder also shall indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Issuersecurities.

Indemnification by the Holders. Each selling holder of Registrable Securities agrees Holder severally (severally and not jointly) agrees to indemnify and hold harmlessharmless the Company and each of its Affiliates, to the full extent permitted by lawdirectors, the Issueremployees, its directors members, managers and officers agents and each Person who controls the Issuer (Company within the meaning of either the Securities Act and or the Exchange Act) , to the fullest extent permitted by applicable law, from and against any and all Losses resulting from to which they or any of them may become subject insofar as such Losses arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement as originally filed or in any amendment thereof, or in the Disclosure Package or any Holder Free Writing Prospectus, preliminary, final or summary Prospectus included in any such Registration Statement, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission of or alleged omission to state therein a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that any such untrue statement or alleged untrue statement or omission had been or alleged omission is contained in any written information relating to such Holder furnished to the Company by or on behalf of such Holder specifically for inclusion therein; provided, however, that the total amount to be indemnified by such Holder pursuant to this Section 10(b) shall be limited to the net proceeds (after deducting underwriters’ discounts and commissions) received by such Holder in the offering to which such Registration Statement or Prospectus relates; provided, further, that a Holder shall not be liable in any case to the extent that prior to the filing of any such Registration Statement or Disclosure Package, or any amendment thereof or supplement thereto, such Holder has furnished in writing by such selling holder to the Issuer specifically Company, information expressly for inclusion in use in, and within a reasonable period of time prior to the effectiveness of such Registration StatementStatement or Disclosure Package, or any amendment thereof or supplement thereto which corrected or made not misleading information previously provided to the Company. This indemnity shall agreement will be in addition to any liability which any such holder Holder may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Issuer or any indemnified party. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such holder under the sale of the Registrable Securities giving rise to such indemnification obligation. The Issuer shall be entitled to receive indemnities from, if applicable and if requested, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement. Each holder also shall indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Issuer.

Indemnification by the Holders. Each selling holder of Registrable If the Holders sell the Securities agrees (severally and not jointly) under the Prospectus, then the Holders agree to indemnify and hold harmless, to harmless the full extent permitted by law, the IssuerCompany, its directors and officers each officer (other than an officer or director who is a Holder) who signed such Registration Statement and each Person (defined as any corporation, association, trust, partnership, joint venture, organization, business, individual, government or political subdivision thereof or governmental body) who controls the Issuer Company (within the meaning of Section 15 of the Securities Act and the Exchange Act) from and against any Losses resulting from any untrue statement of (each, a material fact or any omission of a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered “Controlling Person”) 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 same circumstances as the foregoing indemnity from the Company 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, Holders to the extent, but only to the extent, that such Losses arise out of or are based upon any untrue statement of a material fact or omission had been contained of a material fact that was made in the Registration Statement, Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished in writing by such selling holder relating to the Issuer specifically Holders furnished to the Company by the Holders expressly for inclusion in use therein. In no event shall the aggregate liability of the Holders exceed the amount of the net proceeds received by the Holders upon the sale of the Securities giving rise to such Registration Statement. This indemnity shall be in addition to any liability such holder may otherwise haveindemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Issuer Company or any indemnified party. In no event such officer, director, employee or Controlling Person, and shall survive the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount transfer of the proceeds received Securities by such holder under the sale of the Registrable Securities giving rise to such indemnification obligationHolders. The Issuer Company and the Holders shall be entitled to receive indemnities from, if applicable and if requested, from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information so customarily furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement. Each holder also shall indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Issuersimilar circumstances.

Indemnification by the Holders. Each selling In the event of any registration of any securities of the Company under the 1933 Act, each holder of Registrable Securities agrees (severally will, and not jointly) hereby does agree to indemnify and hold harmless, to harmless the full extent permitted by law, the IssuerCompany, its directors and officers officers, each other Person who participates as an underwriter in the offering or sale of such securities and each Person other Person, if any, who controls the Issuer (Company or any such underwriter within the meaning of the Securities 1933 Act and the Exchange Act) from and against any Losses resulting from losses, claims, damages or liabilities, joint or several, to which the Company or any such director or officer or underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any registration statement under which such securities were registered under the 1933 Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission of or alleged omission to state therein a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading, to and each holder of Registrable Securities will reimburse the extentCompany and each such director, but only to the extentofficer, that underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such untrue loss, claim, liability, action or proceeding, if such statement or alleged statement or omission had been contained or alleged omission was made in any reliance upon and in conformity with written information REGISTRATION RIGHTS AGREEMENT BETWEEN PDG ENVIRONMENTAL, INC. AND BARON PARTNERS, L.P. PAGE 11 OF 17 furnished in writing to the Company through an instrument duly executed by such selling holder to of Registrable Securities specifically stating that it is for use in the Issuer specifically for inclusion in preparation of such Registration Statementregistration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. This indemnity shall be in addition to any liability Any such holder may otherwise have. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Issuer Company or any indemnified party. In no event such director, officer or controlling person and shall survive the liability transfer of any selling such securities by such holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such holder under the sale of the Registrable Securities giving rise to such indemnification obligation. The Issuer shall be entitled to receive indemnities from, if applicable and if requested, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement. Each holder also shall indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Issuer.

Indemnification by the Holders. Each selling holder of Registrable Securities agrees (severally and not jointly) to indemnify and hold harmless, to the full extent permitted by law, the Issuer, its directors and officers and each Person who controls the Issuer (within the meaning of the Securities Act and the Exchange Act) from and against any Losses resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration Statement under which such Registrable Securities 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 Issuer specifically for inclusion in such Registration Statement. This indemnity shall be in addition to any liability such holder may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Issuer or any indemnified party. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such holder under the sale of the Registrable Securities giving rise to such indemnification obligation. The Issuer shall be entitled may require, as a condition to receive indemnities from, if applicable and if requested, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information so furnished in writing by such Persons specifically for inclusion including any Registrable Securities in any Prospectus or Shelf Registration Statement. Each holder also Statement filed pursuant to Section 2.1 hereof, that the Issuer shall have received an undertaking reasonably satisfactory to it from each Holder to indemnify any underwriters of and hold harmless the Registrable SecuritiesIssuer, their its directors and officers and directors and each Person who controls such underwriters the Issuer (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 Issuerin this Section 2.5(b).

Indemnification by the Holders. Each selling holder of Registrable Securities agrees (Holder, severally and not jointly) , agrees to indemnify indemnify, defend and hold harmless, to harmless the full extent permitted by law, the IssuerCompany, its directors directors, officers, employees and officers and each Person any person who controls the Issuer (Company within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange ActAct (each, a “Company Indemnified Party”) from and against any Losses resulting from loss, damage, expense, liability, claim or any actions in respect thereof (including the reasonable cost of investigation) which such Company Indemnified Party may incur or become subject to under the Securities Act, the Exchange Act or otherwise, insofar as such loss, damage, expense, liability, claim or action arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information (the “Holder Information”) furnished in writing by or on behalf of such Holder to the Company expressly for use in, any Shelf Registration Statement or Prospectus, or arises out of or is based upon any omission of or alleged omission to state a material fact in connection with such Holder Information, which material fact was not contained in such Holder Information, and which material fact was either required to be stated in the any Shelf 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 such Holder Information not misleading; or (B) a sale, by such Holder pursuant to a Shelf Registration Statement in or with respect to which such Holder is named as a selling shareholder, of Registrable Securities during a Suspension Period, provided that the statements therein (Company shall have theretofore provided such Holder a Suspension Notice in accordance with Section 3(n)(ii); and, subject to the limitation set forth in the case of a Prospectus immediately preceding clause, each Holder shall reimburse, as incurred, the Company for any legal or preliminary Prospectusother expenses reasonably incurred by the Company or any such controlling person in connection with investigating or defending any loss, damage, expense, liability, claim or action 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 Issuer specifically for inclusion in such Registration Statementrespect thereof. This indemnity shall agreement will be in addition to any liability which such holder Holder may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of have to the Issuer Company or any indemnified partyof its controlling persons. In no event shall the liability of any selling holder Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such holder under Holder upon the sale sale, pursuant to the Shelf Registration Statement, of the Registrable Securities giving rise to such indemnification obligation. The Issuer shall be entitled to receive indemnities from, if applicable and if requested, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement. Each holder also shall indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Issuer.

Indemnification by the Holders. Each selling holder In connection with any Registration Statement in which a seller of Registrable Securities agrees (severally is participating, each such selling Holder will furnish to the Company in writing such information and not jointly) to indemnify and hold harmlessaffidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and, to the full fullest extent permitted by law, each such seller will indemnify and reimburse the Issuer, Company and its directors and officers and each Person who controls the Issuer Company (within the meaning of the Securities Act and or the Exchange Act) from and against any Losses and all Damages, based upon, arising out of or resulting from any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Prospectus, or any preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with any information or affidavit so furnished in writing by such seller or any of its Seller Affiliates specifically for inclusion in the Registration Statement under which Statement; provided, that the obligation to indemnify will be several, not joint and several, among such sellers of Registrable Securities, and the liability of each such seller of Registrable Securities were registered under will be in proportion to, and provided further that such liability will be limited to, the net amount received by such seller from the sale of Registrable Securities Act (including pursuant to such Registration Statement; provided, however, that such seller of Registrable Securities shall not be liable in any finalsuch case to the extent that prior to the filing of any such Registration Statement or Prospectus or amendment thereof or supplement thereto, preliminary such seller has furnished in writing to the Company information expressly for use in such Registration Statement or summary Prospectus contained therein or any amendment thereof or supplement thereto which corrected 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) made not misleading, misleading information previously furnished to the extent, but only Company. Each seller shall indemnify the underwriters under terms customary to the extent, that such untrue statement or omission had been contained in any information furnished in writing underwritten offerings as reasonably requested by such selling holder to the Issuer specifically for inclusion in such Registration Statement. This indemnity shall be in addition to any liability such holder may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Issuer or any indemnified party. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such holder under the sale of the Registrable Securities giving rise to such indemnification obligationunderwriters. The Issuer Company and each seller shall be entitled to receive indemnities from, if applicable and if requested, from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information so customarily furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement. Each holder also shall indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Issuersimilar circumstances.

Indemnification by the Holders. Each selling holder of Registrable Securities agrees (severally and not jointly) to indemnify and hold harmless, to the full extent permitted by law, the IssuerCompany, its directors and officers and each Person who controls the Issuer Company (within the meaning of the Securities Act and the Exchange Act) from and against any Losses resulting from any untrue statement of a material fact or any omission of a material fact 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 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 prospectus or preliminary Prospectusprospectus, 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 Issuer Company specifically for inclusion in such Registration StatementStatement and was not corrected in a subsequent writing prior to or concurrently with the sale of the Registrable Securities to the Person asserting such loss, claim, damage, liability or expense. This indemnity shall be in addition to any liability such holder may otherwise have; provided that the obligations of the selling holder under this Section 2.9(b) shall not apply to amounts paid in settlement of any such Losses if such settlement is effected without the consent of such holder (such consent not to be unreasonably withheld). Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Issuer Company or any indemnified party. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such holder under the sale of the Registrable Securities giving rise to such indemnification obligation. The Issuer shall be entitled to receive indemnities from, if applicable and if requested, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement. Each holder also shall indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Issuer.

Indemnification by the Holders. Each selling holder of Registrable Securities agrees (severally and not jointly) to indemnify and hold harmless, to the full extent permitted by law, the IssuerCompany, its directors and officers and each Person who controls the Issuer Company (within the meaning of the Securities Act and or the Exchange Act) from and against any Losses resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered 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 to the Company by or on behalf of such selling holder to the Issuer specifically for inclusion in such Registration Statement. This indemnity shall be Statement and was not corrected in addition a subsequent writing prior to any liability such holder may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf concurrently with the sale of the Issuer Registrable Securities to the Person asserting such loss, claim, damage, liability or any indemnified partyexpense. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such holder under the sale of the Registrable Securities giving rise to such indemnification obligation, except in the case of willful fraud by such selling shareholder. The Issuer Company shall be entitled to receive indemnities from, if applicable and if requested, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement. Each holder also shall indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act or the Exchange Act) to the same extent as provided above with respect to the indemnification of the IssuerCompany.

Indemnification by the Holders. Each selling holder of Stockholder shall, if Registrable Securities agrees (severally and not jointly) are included in a registration effected pursuant to this Agreement, indemnify and hold harmless, to the full extent permitted by law, the IssuerCompany, its directors respective officers, directors, employees, representatives and officers agents, and each Person person who controls the Issuer (within the meaning of the Securities Act Act) the Company, against all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and legal expenses) under the Securities Act, the Exchange Act) from and against any Losses , applicable state securities law, common law or otherwise resulting from or based upon any untrue and alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any amendment or supplement thereto, 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 Prospectustherein, in light of the circumstances under which they were made) , not misleading, to the extent, but only to extent the extent, that such same arises out of or is based upon an untrue statement or alleged untrue statement of a material fact or an omission had been contained in any information furnished in writing by such selling holder or alleged omission to the Issuer specifically for inclusion state a material fact in such Registration Statement. This indemnity shall be , Prospectus, amendment or supplement, as the case may be, made or omitted, as the case may be, in addition reliance upon and in conformity with written information furnished to any liability such holder may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Issuer or any indemnified party. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received Company by such holder under Stockholder expressly for use therein, and will reimburse the sale of the Registrable Securities giving rise to such indemnification obligation. The Issuer shall be entitled to receive indemnities fromCompany, if applicable its respective officers, directors, employees, representatives and if requestedagents, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement. Each holder also shall indemnify any underwriters of the Registrable Securities, their officers and directors and each Person person who controls such underwriters (within the meaning of the Securities Act) the Company, for any legal and other expenses reasonably incurred as such expenses are incurred by the Company and each such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability or expense; provided, however, that the obligations of the Stockholders hereunder shall be limited to an amount equal to the same extent gross proceeds before expenses and commissions to each such Stockholder of Registrable Securities sold as provided above with respect contemplated herein. This indemnity is in addition to the indemnification of the Issuerany liability that such Stockholder may otherwise have.

Indemnification by the Holders. Each selling holder of If any Registrable Securities are registered under the Securities Act pursuant to Section 2 hereof, each Holder agrees to (severally and not jointlyi) to indemnify and hold harmless, to harmless the full extent permitted by law, the IssuerCompany, its directors and (including any person who, with his or her consent, is named in the Registration Statement as a director nominee of the Company), its officers who sign any Registration Statement and each Person person, if any, who controls the Issuer (Company within the meaning of either Section 15 of the Securities Act and or Section 20 of the Exchange Act) from and , against any Losses resulting from any losses, claims, damages or liabilities to which the Company or such other persons may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (x) an untrue statement or alleged untrue statement of a material fact contained in such Registration Statement or any an omission of or alleged omission to state therein a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or necessary to make the statements therein not misleading or (in the case y) an untrue statement or alleged untrue statement of a material fact contained in any Prospectus or preliminary Prospectusan omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made) , not misleading, in each case to the extent, but only to the extent, extent that such untrue statement or alleged untrue statement or omission had been contained or alleged omission was made in any reliance upon and in conformity with information furnished in writing to the Company by such selling holder to Holder for use therein, and (ii) reimburse the Issuer specifically Company for inclusion any legal or other expenses incurred by the Company in connection with investigating or defending any such Registration Statementaction or claim as such expenses are incurred. This indemnity No Holder shall be liable under this Section 7 for any amount in addition to any liability such holder may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf excess of the Issuer or any indemnified party. In no event net proceeds such Holder shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds have received by such holder under from the sale of the Registrable Securities giving rise to such indemnification obligation. The Issuer shall be entitled to receive indemnities from, if applicable and if requested, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement. Each holder also shall indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Issuer.

Indemnification by the Holders. Each selling holder The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2(b) hereof, that the Company shall have received an undertaking reasonably satisfactory to it from the Electing Holder of such Registrable Securities, to (i) indemnify and hold harmless the Company, the Guarantor, and all other holders of Registrable Securities, against any losses, claims, damages or liabilities to which the Company, the Guarantor or such other holders of Registrable Securities agrees (severally and not jointly) to indemnify and hold harmlessmay become subject, to the full extent permitted by law, the Issuer, its directors and officers and each Person who controls the Issuer (within the meaning of under the Securities Act and the Exchange Actor otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) from and against any Losses resulting from any arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such registration 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, or arise out of or are based upon the omission of or alleged omission to state therein a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission had been contained or alleged omission was made in any reliance upon and in conformity with written information furnished in writing to the Company by such selling holder to Electing Holder expressly for use therein, and (ii) reimburse the Issuer specifically Company and the Guarantor for inclusion any legal or other expenses reasonably incurred by the Company and the Guarantor in connection with investigating or defending any such Registration Statement. This indemnity action or claim as such expenses are incurred; provided, however, that no such Electing Holder shall be in addition required to undertake liability to any liability such holder may otherwise have. Such indemnity shall remain person under this Section 6(b) for any amounts in full force and effect regardless excess of any investigation made by or on behalf of the Issuer or any indemnified party. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the net proceeds to be received by such holder under Electing Holder from the sale of the such Electing Holder’s Registrable Securities giving rise pursuant to such indemnification obligation. The Issuer shall be entitled to receive indemnities from, if applicable and if requested, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement. Each holder also shall indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Issuerregistration.

Indemnification by the Holders. Each selling holder In connection with the registration of the Registrable Securities under the Securities Act pursuant to this Agreement, each Holder hereby agrees (severally and not jointly) to that he will indemnify and hold harmless, to the full fullest extent permitted by law, the Issuer, its directors and officers and each Person who controls the Issuer (within the meaning Company or any affiliate of the Securities Act and Company or any other person who participates in the Exchange Act) from and offering or sale of such securities on the Company's behalf, against any Losses resulting from and all losses, claims, damages or liabilities, joint or several, and expenses (including any amounts paid in any settlement effected with the Holder's prior consent (which may not be unreasonably withheld) and reasonable attorneys fees and disbursements) to which the Company or any affiliate of the Company or any such other person may become subject under the Securities Act, common law or otherwise, up to the amount of all gross proceeds received by each such Holder in the sale of his Registrable Securities, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) or expenses arise out of or are based upon (A) any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement, any preliminary, final or summary prospectus contained therein, or any amendment or supplement thereto, or (B) any omission of or alleged omission to state therein a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or necessary to make the statements therein not misleading (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, extent that such untrue statement alleged or omission had been contained actual misstatements or omissions referred to in any clauses (A) and (B) above were done or omitted, etc. in reliance upon and in conformity with written information furnished in writing by such selling holder to the Issuer specifically for inclusion in Company or its representatives by or on behalf of such Registration Statement. This indemnity shall be in addition to Holder or by any liability such holder may otherwise haveof his, her or its representatives). Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Issuer Company or any indemnified party. In no event Holder Indemnitee and shall survive the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such holder under the sale transfer of the Registrable Securities giving rise to by each such indemnification obligation. The Issuer shall be entitled to receive indemnities from, if applicable and if requested, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement. Each holder also shall indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the IssuerHolder.

Indemnification by the Holders. Each selling holder of Registrable Securities agrees (severally and not jointly) to indemnify and hold harmless, to the full extent permitted by law, the IssuerCompany, its directors and officers and each Person who controls the Issuer Company (within the meaning of the Securities Act and the Exchange Act) from and against any Losses resulting from any untrue statement of a material fact or any omission of a material fact 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 Issuer Company specifically for inclusion in such Registration StatementStatement and was not corrected in a subsequent writing prior to or concurrently with the sale of the Registrable Securities to the Person asserting such loss, claim, damage, liability or expense. This indemnity shall The Company and the holders of the Registrable Securities in their capacities as stockholders (but not in their capacities as officers or directors of the Company) hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders, the only information furnished or to be furnished to the Company for use in addition any Registration Statement or prospectus relating to the Registrable Securities or in any liability amendment, supplement or preliminary materials associated therewith are statements specifically relating to (i) transactions between such holder may otherwise haveand its affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of shares of common stock by such holder and its affiliates and (c) the name and address of such holder. If any additional information about such holder or the plan of distribution (other than for an Underwritten Offering) is required by law to be disclosed in any such document, then such holder shall not unreasonably withhold its agreement referred to in the immediately preceding sentence of this Section 2.8(b). Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Issuer Company or any indemnified partysuch director or officer and shall survive the transfer of such Registrable Securities by such holder. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the net amount of proceeds (i.e., net of expenses, underwriting discounts and commissions) actually received by such holder under the sale of the Registrable Securities giving rise to such indemnification obligation. The Issuer shall be entitled to receive indemnities from, if applicable and if requested, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement. Each holder also shall indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Issuer.

Indemnification by the Holders. Each selling holder In connection with any registration statement in which a Holder is participating, each such Holder will furnish to the Company in writing such information and affidavits with respect to such Holder as the Company reasonably requests for use in connection with any registration statement or prospectus covering the Registrable Shares of Registrable Securities such Holder and to the extent permitted by law agrees (severally and not jointly) to indemnify and hold harmless, to harmless the full extent permitted by law, the IssuerCompany, its directors directors, officers and officers agents and each Person who controls the Issuer (within the meaning of the Securities 1933 Act or the 0000 Xxx) the Company and the Exchange Act) from and any other Holder, against any Losses resulting from losses, claims, damages, liabilities and expenses arising out of or based upon any untrue statement of a material fact or any omission of to state 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), registration statement or necessary to make the statements therein in the registration statement or prospectus or preliminary prospectus (in the case of a Prospectus the prospectus or preliminary Prospectusprospectus, 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 is made in any reliance on and in conformity with the written information furnished in writing by such selling holder to the Issuer specifically for inclusion in such Registration Statement. This indemnity shall be in addition to any liability such holder may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Issuer or any indemnified party. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such holder under the sale of the Registrable Securities giving rise to such indemnification obligation. The Issuer shall be entitled to receive indemnities from, if applicable and if requested, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) signed affidavit with respect to information such Holder so furnished in writing by such Persons specifically Holder expressly for inclusion use in the registration statement or prospectus. The obligation to indemnify pursuant to this Section 2.07(b) shall be several, not joint and several, among such Holders and the liability of each such Holder shall be in proportion to and limited to the net amount received by such Holder from the sale of Registrable Shares pursuant to a registration statement in accordance with the terms of this Agreement. The Company and the Holders acknowledge and agree that, unless otherwise expressly agreed to in writing by such Holders, the only information furnished or to be furnished to the Company for use in any Prospectus registration statement or Registration Statement. Each holder also shall indemnify any underwriters of prospectus relating to the Registrable SecuritiesShares or in any amendment, their officers supplement or preliminary materials associated with any registration statement are statements specifically relating to (i) transactions or the relationship between such Holder and directors its Affiliates, on the one hand, and each Person who controls the Company and its Affiliates, on the other hand; (ii) the beneficial ownership of Registrable Shares by such underwriters Holder and its Affiliates; (within iii) the meaning name and address of such Holder; and (iv) any additional information about such Holder or the Securities Actplan of distribution (other than for an underwritten offering) required by law or regulation to the same extent as provided above with respect to the indemnification of the Issuerbe disclosed in any such document.

Indemnification by the Holders. Each selling holder of The Company may require, as a condition to including any Registrable Securities agrees (in any registration statement filed pursuant to Section 2(b) hereof, that the Company shall have received an undertaking reasonably satisfactory to it from the Electing Holder of such Registrable Securities, severally and not jointly, to (i) to indemnify and hold harmlessharmless the Company and all other holders of Registrable Securities, against any losses, claims, damages or liabilities to which the full extent permitted by lawCompany or such other holders of Registrable Securities may become subject, the Issuer, its directors and officers and each Person who controls the Issuer (within the meaning of under the Securities Act and the Exchange Actor otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) from and against any Losses resulting from any arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such registration 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, or arise out of or are based upon the omission of or alleged omission to state therein a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission had been contained or alleged omission was made in any reliance upon and in conformity with written information furnished in writing to the Company by such selling holder to Electing Holder expressly for use therein, and (ii) reimburse the Issuer specifically Company for inclusion any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such Registration Statement. This indemnity action or claim as such expenses are incurred; provided, however, that no such Electing Holder shall be in addition required to undertake liability to any liability such holder may otherwise have. Such indemnity shall remain person under this Section 5(b) for any amounts in full force and effect regardless excess of any investigation made by or on behalf of the Issuer or any indemnified party. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds to be received by such holder under Electing Holder from the sale of the such Electing Holder’s Registrable Securities giving rise pursuant to such indemnification obligation. The Issuer shall be entitled to receive indemnities from, if applicable and if requested, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement. Each holder also shall indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Issuerregistration.

Indemnification by the Holders. Each selling holder Holder of shares of Registrable Securities agrees (Securities, severally and not jointly) , which shares are included in a registration pursuant to indemnify and hold harmlessthe provisions of this Agreement, to the full extent permitted by law, will indemnify and hold harmless the IssuerCompany, its directors and officers and each Person person, if any, who controls the Issuer (Company within the meaning of the Securities Act Act, each officer of the Company who signs the Registration Statement including such Registrable Securities, each director of the Company, each underwriter and any person who controls the Exchange Act) underwriter and each of their successors from and against against, and will reimburse the Company and such officer, director, underwriter or controlling person with respect to, any Losses resulting from and all claims, actions, demands, losses, damages, liabilities, costs or expenses to which the Company or such officer, director, underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such claims, actions, demands, losses, damages, liabilities, costs or expenses arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in such Registration Statement, any prospectus contained therein or any amendment or supplement thereto, or arise out of or are based upon the omission of or alleged omission to state therein a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectustherein, in light of the circumstances under in which they were are made) , not misleading, ; provided that such Holder will be liable in any such case to the extent, but only to the extent, that any such claim, action, demand, loss, damage, liability, cost or expense arises out of or is based upon an untrue statement or omission had been contained made in reliance upon and in strict conformity with written information furnished by such Holder specifically for use in the preparation thereof. The liability of each Holder under this Section shall be limited to the proportion of any such claim, action, demand, loss, damage, liability, cost or expense which is equal to the proportion that the public offering price of the shares of Registrable Securities sold by such Holder under such Registration Statement bears to the total offering price of all securities sold thereunder, but not, in any information furnished in writing event, to exceed the proceeds received by such selling holder to Holder from the Issuer specifically for inclusion in such sale of shares of Registrable Securities covered by the Registration Statement. This It is agreed that this indemnity shall not apply to amounts paid in settlement of any such claim, action, demand, loss, damage, liability, cost or expense if such settlement is effected without the consent of the Holder (which consent shall not be in addition to any liability such holder may otherwise haveunreasonably withheld). Such This indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Issuer such Holder, underwriter or any indemnified party. In no event such director, officer, partner, member, agent or controlling person and shall survive the liability transfer of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received such securities by such holder under the sale of the Registrable Securities giving rise to such indemnification obligation. The Issuer shall be entitled to receive indemnities from, if applicable and if requested, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement. Each holder also shall indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the IssuerHolder.

Indemnification by the Holders. Each selling holder of Registrable Securities agrees (Holder agrees, severally and but not jointly) , to indemnify and hold harmlessharmless SciQuest Holdings and SciQuest, to the full extent permitted by lawany of their officers, the Issuer, its directors and officers agents and each Person Person, if any, who controls the Issuer (SciQuest Holdings or SciQuest within the meaning of either Section 15 of the Securities Act and or Section 20 of the Exchange Act) from , and against any Losses resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration Statement under which such Registrable Securities 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, legal counsel and accountants for SciQuest Holdings to the extentsame extent as the foregoing indemnity under Section 5.06 from SciQuest Holdings to each Holder, but only (a) with respect to the extent, that such untrue statement or omission had been contained in any information furnished in writing by such selling holder Holder or on such Holder’s behalf expressly for use in any registration statement or prospectus relating to the Issuer specifically for inclusion Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus or (b) to the extent that any loss, claim, damage, liability or expense described in such Registration Statement. This indemnity shall be in addition to any liability such holder may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf Section 5.06 results from the fact that a current copy of the Issuer prospectus (or such amended or supplemented prospectus, as the case may be) was not sent or given to the Person asserting any indemnified party. In no event shall such loss, claim, damage, liability or expense at or prior to the liability written confirmation of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such holder under the sale of the Registrable Securities concerned to such Person if it is determined that it was the responsibility of such Holder to provide such Person with a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) and such current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) would have cured the defect giving rise to such indemnification obligation. The Issuer shall be entitled to receive indemnities fromloss, if applicable and if requestedclaim, underwritersdamage, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus liability or Registration Statementexpense. Each holder such Holder also shall agrees to indemnify any and hold harmless underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters (within on substantially the meaning same basis as that of the indemnification of SciQuest Holdings provided in this Section 5.07. As a condition to including Registrable Securities Act) in any registration statement filed in accordance with Article 5 hereof, SciQuest Holdings may require that it will have received an undertaking reasonably satisfactory to it from any underwriter to indemnify and hold it harmless to the same extent as customarily provided above by underwriters with respect to the indemnification similar securities. No Stockholder will be liable under this Section 5.07 for any loss, claim, damage, liability or expense in excess of the Issuernet proceeds realized by such Stockholder in the sale of Registrable Securities of such Stockholder to which such loss, claim, damage, liability or expense relates.

Indemnification by the Holders. Each selling holder of Holder agrees that, as a ------------------------------ condition to including any Registrable Securities agrees (severally Shares in any registration statement filed pursuant to Section 1 or 2, that each such Holder with Registrable Shares included in such registration statement will and not jointly) to hereby does, indemnify and hold harmless, harmless (in the same manner and to the full same extent permitted by lawas set forth in paragraph (a) of this Section 9) the Company, each director of the IssuerCompany, its directors and officers each officer of the Company, each other person who participates as an underwriter in an Underwritten Offering and each Person other person, if any, who controls the Issuer (Company or any such underwriter within the meaning of the Securities Act and the Exchange Act) , with respect to any statement or alleged statement in or omission or alleged omission from and against such registration statement, any Losses resulting from any untrue statement of a material fact preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of a material fact required to be stated such Holder concerning such Holder specifically for use in the Registration Statement under which preparation of such Registrable Securities were registered under registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided, that -------- any amounts paid by a Holder pursuant to this Section 9(b) to indemnify the Securities Act Company (including any finaldirector, preliminary officer or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated controlling person thereof) shall not exceed net proceeds received by reference therein), or necessary to make such Holder from the statements therein (in the case sale 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 its Registrable Shares included in any information furnished in writing by such selling holder to the Issuer specifically for inclusion in such Registration Statement. This indemnity shall be in addition to any liability such holder may otherwise haveregistration statement. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Issuer Company or any indemnified party. In no event such director, officer or controlling person and shall survive the liability transfer of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received such securities by such holder under Holder. Nothing herein shall preclude the sale of the Registrable Securities giving rise to such indemnification obligation. The Issuer shall be entitled to receive Company from receiving indemnities from, if applicable and if requested, from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information so furnished in writing by such Persons persons specifically for inclusion in any Prospectus prospectus or Registration Statement. Each holder also shall indemnify registration statement or any underwriters of the Registrable Securitiesamendment or supplement thereto, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Issueror any preliminary prospectus.

Indemnification by the Holders. Each selling holder of Registrable Securities agrees Holder severally (severally and not jointly) agrees to indemnify and hold harmlessharmless the Company and each of its Affiliates, to the full extent permitted by lawdirectors, the Issueremployees, its directors members, managers and officers agents and each Person who controls the Issuer (Company within the meaning of either the Securities Act and or the Exchange Act) , to the fullest extent permitted by applicable law, from and against any Losses resulting from and all losses, claims, damages or liabilities to which they or any of them may become subject insofar as such losses, claims, damages or liabilities arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement as originally filed or in any amendment thereof, or in the Disclosure Package or any Holder Free Writing Prospectus, preliminary, final or summary Prospectus included in any such Registration Statement, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission of or alleged omission to state therein a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that any such untrue statement or alleged untrue statement or omission had been or alleged omission is contained in any written information relating to such Holder furnished to the Company by or on behalf of such Holder specifically for inclusion therein; provided, however, that the total amount to be indemnified by such Holder pursuant to this Section 13(b) shall be limited to the net proceeds (after deducting underwriters’ discounts and commissions) received by such Holder in the offering to which such Registration Statement or Prospectus relates; provided, further, that a Holder shall not be liable in any case to the extent that prior to the filing of any such Registration Statement or Disclosure Package, or any amendment thereof or supplement thereto, each Holder has furnished in writing by such selling holder to the Issuer specifically Company, information expressly for inclusion in use in, and within a reasonable period of time prior to the effectiveness, filing or use of such Registration StatementStatement or Disclosure Package, or any amendment thereof or supplement thereto which corrected or made not misleading information previously provided to the Company. This indemnity shall agreement will be in addition to any liability which any such holder Holder may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Issuer or any indemnified party. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such holder under the sale of the Registrable Securities giving rise to such indemnification obligation. The Issuer shall be entitled to receive indemnities from, if applicable and if requested, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement. Each holder also shall indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Issuer.

Indemnification by the Holders. Each selling holder of Registrable Securities agrees (severally In connection with any Registration in which a Holder is participating, such Holder shall furnish to the Company in writing such information and not jointly) affidavits with respect to such Holder as the Company may reasonably request for use in connection with any registration statement or prospectus and the Holders agree to indemnify and hold harmless, to harmless the full extent permitted by law, the IssuerCompany, its directors directors, officers and officers agents and each Person who controls the Issuer (within the meaning of the Securities 1933 Act and the Exchange Act) the Company from and against any Losses resulting from losses, claims, damages, liabilities (or actions or proceedings in respect thereof, whether or not the Company is a party thereto) and expenses (including reasonable cost of investigation and reasonable legal expense) arising out of or based upon any untrue statement of a material fact or any omission of to state 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 registration statement or prospectus or preliminary prospectus (in the case of a Prospectus the prospectus or preliminary Prospectusprospectus, 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 is contained in any information or affidavit with respect to such Holder furnished in writing to the Company by such selling holder Holder expressly for use therein. The amount recoverable by the Company from the Holder under this indemnification provision together with any amounts recovered from the Holders under Section 3.7 hereof shall not exceed the amount of net proceeds received by all Holders from the sale of Registrable Securities in connection with any such Registration. The indemnity agreement contained in this Section 2.5.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action arising pursuant to a Registration if such settlement is effected without the Issuer specifically for inclusion in consent of such Registration Statement. This indemnity Holder (which consent shall not be in addition to any liability such holder may otherwise haveunreasonably withheld or delayed). Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Issuer Company or any indemnified party. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received prospective sellers, or any of their respective Affiliates, directors, officers or controlling Persons and shall survive the transfer of such securities by such holder under the sale of the Registrable Securities giving rise to such indemnification obligationseller. The Issuer Each Holder shall be entitled to receive indemnities fromalso indemnify, if applicable and if requested, underwriters, selling brokers, dealer managers and similar securities industry professionals participating underwriters (as such term is defined in the distribution, to the same extent as provided above (with appropriate modification) with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement. Each holder also shall indemnify any underwriters of the Registrable Securities1933 Act), their officers and directors and each Person who controls such underwriters Persons (within the meaning of the Securities 1933 Act and the Exchange Act) to the same extent as provided above with respect to the indemnification of the IssuerCompany.

Indemnification by the Holders. Each selling holder of Registrable Securities agrees (severally and not jointly) to indemnify The Holders shall indemnify, defend and hold harmlessParent, to the full extent permitted by lawAcquisition Subsidiary, the IssuerSurviving Corporation and their respective officers, its directors directors, employees, agents, subsidiaries and officers and each Person who controls the Issuer (within the meaning of the Securities Act and the Exchange Act) affiliates harmless from and against any Losses and all liabilities, losses, damages, claims, fines, penalties, costs and expenses, including, without limitation, reasonable attorneys' and accounting fees (collectively, "Losses") incurred by Parent Acquisition Subsidiary, the Surviving Corporation or any of their respective officers, directors, employees, agents, subsidiaries or affiliates, arising out of or resulting from (i) any untrue statement breach of a material fact any representation or warranty made by the Company or the Holders contained in this Agreement or in the Company Disclosure Schedule, (ii) the nonperformance of any omission of a material fact covenant or obligation to be performed by the Company or the Holders under this Agreement and/or (iii) any matters described on Annex 8.02 (the "Additional Matters"); provided, however, that (x) no Holder shall be required to indemnify for any Losses in excess of the portion of the Merger Consideration received by such Holder, except for Losses arising out of or resulting from the breach of such Holder's Personal Representations, which shall not be stated limited and (y) no Holder shall be required to indemnify for any Losses arising out of or resulting from the breach of any other Holder's Personal Representations, (z) Losses shall be reduced by any Tax Benefit (or net insurance proceeds after deducting any costs of collection) received by Parent or the Surviving Corporation in connection with the claims giving rise to indemnification hereunder and (aa) Losses shall be net of any reserves provided for in the Registration Statement under which Audited Closing Balance Sheet; provided, however for items described in Section 2.01(c) the specific reserve for each 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 item shall be as set forth on Schedule 8.02 . The obligations of the circumstances under which they were made) not misleadingHolders pursuant to this Article VIII shall be joint and several, to the extent, but only to extent of the extent, that such untrue statement or omission had been contained in any information furnished in writing by such selling holder to the Issuer specifically for inclusion in such Registration Statement. This indemnity Escrowed Funds and otherwise shall be several among the Holders as provided in addition Section 8.04. Notwithstanding the foregoing, if any claim for indemnification is asserted by Parent and/or the Surviving Corporation against the Holders and the Parent and/or the Surviving Corporation is covered by an insurance policy for such Losses, Parent and/or the Surviving Corporation shall use their commercially reasonable efforts to seek indemnification under the applicable insurance policy or policies; provided, however, Parent and/or the Surviving Corporation shall not be obligated to commence any liability legal proceedings against any insurance provider for indemnification hereunder. Parent and/or the Surviving Corporation shall give the Holder Representative notice of their intention to seek indemnification for such holder may otherwise have. Such indemnity Losses from applicable insurance policies and, provided such notice is delivered in a timely manner, such notice shall remain in full force also constitute notice for purposes of Sections 2.02(iii) and effect regardless of any investigation made by or on behalf 8.06 and Section 2(b) of the Issuer or any indemnified partyEscrow Agreement. In no the event shall that Parent and/or the liability of any selling holder of Registrable Securities hereunder Surviving Corporation are unable to collect sufficient insurance proceeds to be greater in amount than fully indemnified for their respective Losses, Parent and/or the dollar amount of the proceeds received by such holder under the sale of the Registrable Securities giving rise to such indemnification obligation. The Issuer Surviving Corporation shall be entitled to receive indemnities from, if applicable indemnification pursuant to this Article VIII and if requested, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, pursuant to the same extent as provided above (with appropriate modification) with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement. Each holder also shall indemnify any underwriters terms of the Registrable SecuritiesEscrow Agreement, and shall, as promptly as practicable, assign to the Holder Representative, without recourse, their officers and directors and each Person who controls such underwriters (within respective claims for the meaning of uncollected Losses against the Securities Act) to the same extent as provided above with respect to the indemnification of the Issuerinsurance provider or providers.

Indemnification by the Holders. Each selling holder of Other Sellers and Underwriters. The Company may require, as a condition to including any Registrable Securities agrees (in any registration statement filed in accordance with Section 6 hereof, that the Company shall have received an undertaking reasonably satisfactory to it from each of the Holders of such Registrable Securities, each other person registering Company securities pursuant to such registration statement or any underwriter or selling agent, to severally and not jointly) to , indemnify and hold harmless, harmless (in the same manner and to the full same extent permitted by lawas set forth in subsection (a) of this Section 7) the Company and its directors, the Issuerofficers, its directors controlling persons, any underwriter or selling agent and officers all other prospective sellers and each Person who controls the Issuer their respective directors, officers, general and limited partners, managing directors, and their respective controlling persons (within the meaning for purposes of the Securities Act and the Exchange Actthis Section 7(b), "Indemnified Persons") from and against any Losses resulting from but only with respect to (a) any untrue statement or alleged untrue statement of a any material fact contained, on the effective date thereof, in any registration statement under which such securities were registered under the Securities Act, any preliminary, final or summary prospectus contained therein, or any amendment or supplement thereto or, (b) any omission of or alleged omission to state therein a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading, in each case in reliance upon and in conformity with written information furnished to the extentCompany or its representatives through an instrument duly executed by or on behalf of such Holder, but only to the extent, other selling person or underwriter or selling agent specifically stating that such untrue statement or omission had been contained in any information furnished in writing by such selling holder to the Issuer specifically it is for inclusion in such Registration Statement. This indemnity shall be in addition to any liability such holder may otherwise havetherein. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Issuer or Indemnified Persons and shall survive the transfer of such securities by such indemnifying party; provided, however, that no such indemnifying party shall be liable under this Section 7 for any indemnified party. In no event shall amounts exceeding the liability product of any selling holder the purchase price per Registrable Security and the number of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received being sold pursuant to such registration statement or prospectus by such holder under the sale of the Registrable Securities giving rise to such indemnification obligation. The Issuer shall be entitled to receive indemnities from, if applicable and if requested, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement. Each holder also shall indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Issuerindemnifying party.

Indemnification by the Holders. Each selling holder of the Holders will, if Registrable Securities agrees (severally and not jointly) held by it are included in the securities as to which such Registration Statement is being effected, indemnify and hold harmlessthe Company, to the full extent permitted by law, the Issuer, each of its directors and officers officers, and each Person who controls "controls" the Issuer (Company within the meaning of SEC Rule 405 under the Securities Act and the Exchange Act) from and , against all Claims arising out of or based on any Losses resulting from any actual or alleged untrue statement of a material fact fact, or any omission of or a material fact required to be stated therein or necessary in order to make the statement included or incorporated therein not misleading, contained in the Registration Statement under which Statement, prospectus, or other offering document made by or on behalf of such Registrable Securities were registered under Holder, and will reimburse the Securities Act (including Company, its directors, officers, partners, members or control Persons for any final, preliminary or summary Prospectus contained therein legal or any amendment thereof or supplement thereto or other expenses reasonably incurred in connection with investigating and defending any documents incorporated by reference therein), or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectussuch Claim, in light of the circumstances under which they were made) not misleading, each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission had been contained (or alleged omission) is made in any the Registration Statement, prospectus or other document in reliance upon and in conformity with written information furnished in writing by such selling holder to the Issuer specifically for inclusion in such Registration Statement. This indemnity shall be in addition to any liability such holder may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made Company by or on behalf of such Holder and stated to be specifically for use therein; provided, however, that the Issuer or any indemnified party. In no event shall the liability indemnity obligations of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount each of the Holders hereunder shall be limited to an amount equal to the net proceeds received by such holder under Holder from the sale of the Registrable Securities giving rise to such indemnification obligation. The Issuer shall be entitled to receive indemnities from, if applicable and if requested, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, pursuant to the same extent as provided above (with appropriate modification) with respect Registration Statement; and provided, further, that the only information that a Holder will be required to information so furnished in writing by such Persons specifically furnish to the Company for inclusion use in any Prospectus Registration Statement or Registration Statement. Each holder also shall indemnify any underwriters of prospectus relating to the Registrable Securities, their officers or in any amendment, supplement or preliminary materials associated therewith will be statements specifically relating to (a) the beneficial ownership of Company securities by such Holder and directors its affiliates and each Person who controls (b) the name and address of such underwriters (within the meaning Holder. In no event shall a Holder be jointly liable with any other Holder as a result of the Securities Act) to the same extent as provided above with respect to the its indemnification of the Issuerobligations.

Indemnification by the Holders. Each selling holder of Registrable Securities In connection with any Registration Statement in which a Holder is participating, each such Holder agrees (severally and not jointly) jointly to indemnify indemnify, hold harmless and hold harmlessdefend, to the full same extent permitted by lawand in the same manner set forth in Clause 6.1, the IssuerCompany, each of its directors, each of its officers who signs the Registration Statement, its directors and officers employees, agents, attorneys and each Person person, if any, who controls the Issuer (Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and any other stockholder selling securities pursuant to the Registration Statement or any of its directors or officers or any person who controls such stockholder within the meaning of the Securities Act and or the Exchange Act) from Act (collectively and together with an Indemnified Person, an Indemnified Party), against any Losses resulting from Claim to which any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered them may become subject, under the Securities Act, the Exchange Act (including or otherwise, insofar as such Claim arises out of or is based upon 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 ProspectusViolation, in light of the circumstances under which they were made) not misleading, each case to the extent, but extent (and only to the extent, ) that such untrue statement or omission had been contained Violation occurs in any reliance upon and in conformity with written information furnished in writing to the Company by such selling holder to the Issuer specifically Holder expressly for inclusion use in connection with such Registration Statement. This ; and subject to Clause 6.3 such Holder will reimburse any reasonable legal or other expenses (promptly as such expenses are incurred and are due and payable) reasonably incurred by them in connection with investigating or defending any such Claim; provided, however, that the indemnity agreement contained in this Clause 6.2 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without an unconditional release of such Holder and all of its controlling persons, employees and agents, or without the prior written consent of such Holder, which consent shall not be unreasonably withheld; provided, further, however, that the Holder shall be in addition liable under this Agreement (including this Clause 6.2 and Clause 7) for only that amount as does not exceed the net proceeds actually received by such Holder as a result of the sale of Registrable Securities pursuant to any liability such holder may otherwise haveRegistration Statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the Issuer or any indemnified party. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such holder under the sale transfer of the Registrable Securities giving rise by the Holders pursuant to such indemnification obligationClause 10. The Issuer shall be entitled to receive indemnities from, if applicable and if requested, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, Notwithstanding anything to the same extent as provided above (with appropriate modification) contrary contained herein, the indemnification agreement contained in this Clause 6.2 with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement. Each holder also preliminary prospectus shall indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) not inure to the same extent benefit of any Indemnified Party if the untrue statement or omission of material fact by the Holder contained in the preliminary prospectus was corrected on a timely basis in the prospectus, as provided above with respect then amended or supplemented, and the Indemnified Party failed to the indemnification of the Issuerutilize such corrected prospectus.

Indemnification by the Holders. Each selling holder of Registrable Securities agrees (Holder agrees, severally and but not jointly) , to indemnify and hold harmless, to the full fullest extent permitted by law, the IssuerCompany, its directors directors, officers, employees, stockholders and officers agents and other representatives, successors and assigns and each Person person who controls the Issuer Company (within the meaning of the Securities Act and the Exchange Act) from and against any Losses losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from any untrue statement or alleged 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 if such untrue statement or omission had been is contained in any information furnished in writing by the Stockholder Representative with respect to such selling holder Holder or such Holder to the Issuer Company specifically for inclusion in such Registration StatementStatement or Prospectus or amendment or supplement thereto, or is based on any Holder’s violation of applicable federal or state securities laws (including Regulation M) or failure to sell the Registrable Securities in accordance with the plan of distribution contained in the Registration Statement or Prospectus, and shall reimburse the Company, its directors, officers, employees, stockholders and agents and other representatives, successors and assigns and each person who controls the Company (within the meaning of the Securities Act) for any legal or other expenses reasonably incurred by any of them in connection with investigation or defense of any such loss, claim, damage liability or expense. This indemnity In no event shall the liability of a Holder be greater in addition amount than the dollar amount of the proceeds (net of all expenses paid by the Holder in connection with any claim relating to this Section 5 and the amount of any liability damages the Holder has otherwise been required to pay by reason of such holder may otherwise haveuntrue statement or omission) received by the Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an indemnified party and shall survive the Issuer or any indemnified party. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such holder under the sale Transfer of the Registrable Securities giving rise to such indemnification obligation. The Issuer shall be entitled to receive indemnities from, if applicable and if requested, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement. Each holder also shall indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the IssuerHolder.

Indemnification by the Holders. Each selling holder As a condition to including any Registrable Securities in any registration statement, each Holder of such Registrable Securities agrees (severally and not jointly) to indemnify and hold harmless, harmless (in the same manner and to the full same extent permitted by law, as set forth in Section 3.8(a)) the Issuer, its directors all other Holders and officers any prospective underwriter, as the case may be, and each Person who controls the Issuer (within the meaning any of the Securities Act their respective Affiliates, directors, officers, general and the Exchange Act) limited partners, members and managing members and controlling Persons, with respect to any statement or alleged statement in or omission or alleged omission from and against such registration statement, any Losses resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered under the Securities Act (including any finalpreliminary, preliminary final or summary Prospectus prospectus contained therein therein, or any amendment thereof or supplement thereto supplement, if such statement or any documents alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information with respect to such Holder furnished to the Issuer by such Holder expressly for use in the preparation of such registration statement, preliminary, final or summary prospectus or amendment or supplement, or a document incorporated by reference therein), or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectus, in light into any of the circumstances foregoing; provided, however, that each Holder’s aggregate liability hereunder and under which they were madeSection 3.8(b) not misleading, with respect to any particular registration shall be limited to an amount equal to the extentnet proceeds (after deducting underwriting commissions and discounts, but only before deducting any expenses) received by such Holder from the Registrable Securities sold by such Holder in such registration; provided further, that no Holder shall have liability hereunder to the extentextent such Holder timely corrects, that amends or supplements such untrue statement or omission had been contained in any written information previously furnished in writing by such selling holder to the Issuer specifically for inclusion in such Registration Statement. This indemnity shall be in addition to any liability such holder may otherwise haveIssuer. Such indemnity shall will remain in full force and effect regardless of any investigation made by or on behalf of the Issuer or any indemnified partyof the Holders, or any of their respective Affiliates, directors, officers or controlling Persons and will survive the Transfer of such securities by such Xxxxxx. In no event shall the liability Any indemnification obligation of any selling holder a Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such holder under the sale of the Registrable Securities giving rise to such indemnification obligation. The Issuer shall be entitled to receive indemnities from, if applicable several and if requested, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (not joint with appropriate modification) with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement. Each holder also shall indemnify any underwriters each other Holder of the Registrable Securities, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Issuer.

Indemnification by the Holders. Each selling holder of The Company may require, as a condition to including any Registrable Securities agrees (severally and not jointly) in any Registration Statement filed in accordance with Section 2 hereof, that the Company shall have received an undertaking reasonably satisfactory to it from the Holders of such Registrable Securities or any underwriter, to indemnify and hold harmless, to the full extent permitted by law, the Issuer, its directors and officers and each Person who controls the Issuer (within the meaning of the Securities Act and the Exchange Act) from and against any Losses resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration Statement under which such Registrable Securities 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 harmless (in the case same manner and to the same extent as set forth in subdivision (a) of a Prospectus this Section 3) the Company and its controlling Persons and all other prospective sellers and their respective controlling Persons with respect to any statement or preliminary alleged statement in or omission or alleged omission from such Registration Statement or any Prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that if such untrue statement or alleged statement or omission had been contained or alleged omission was made in any reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such Holder specially stating that it is for use in the preparation of such Registration Statement or any Prospectus. The parties hereto acknowledge and agree that, unless otherwise expressly agreed to in writing by such selling holder Holders of Registrable Securities to the Issuer contrary, for all purposes of this Agreement the only information furnished or to be furnished to the Company for use in any Registration Statement or Prospectus are statements specifically for inclusion in relating to (i) the beneficial ownership of shares of Common Stock by such Registration Statement. This indemnity shall be in addition to any liability Holder and its Affiliates, (ii) the name and address of such holder may otherwise haveholder, and (iii) the method or methods of distribution of such Holders. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Issuer Company or any indemnified party. In of the Holders or any of their respective directors, officers and controlling Persons and shall survive the transfer of such securities by such Holder; provided, however, that no event such Holder shall be liable under this Section 3 for any amounts exceeding the liability of any selling holder net proceeds received by the Holder from the sale of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received pursuant to such Registration Statement or Prospectus by such holder under the sale of the Registrable Securities giving rise to Holder and no such indemnification obligation. The Issuer Holder shall be entitled to receive indemnities from, if applicable and if requested, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) liable under this Section 3 with respect to information so furnished in writing by any settlement made without such Persons specifically for inclusion in any Prospectus or Registration Statement. Each holder also shall indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the IssuerHolder's consent.

Indemnification by the Holders. In connection with any registration in which a Holder is participating, each such Holder shall furnish to the Company in writing such information as the Company may reasonably request for use in connection with any Shelf Registration Statement, subject to the final sentence of this Section 3.1. Each selling holder of Registrable Securities agrees Holder shall (severally and not jointlya) to indemnify and hold harmless, to the full fullest extent permitted by law, the IssuerCompany, its directors each officer, director and officers and each Person who controls the Issuer (within the meaning stockholder of the Securities Act and the Exchange Act) from and Company, against any Losses losses, claims, actions, damages, liabilities or expenses resulting from any untrue or alleged untrue statement of a material fact contained in the Shelf Registration Statement or any amendment thereof or supplement thereto 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 not misleading, and (b) reimburse such Persons for any legal or other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, action, damage or liability, but only in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were madeclauses (a) not misleading, and (b) to the extent, but only to the extent, extent that such untrue statement or omission had been contained was made in reliance on and in conformity with any information so furnished in writing by such selling holder Holder expressly for use in such Shelf Registration Statement or any amendment thereof or supplement thereto; provided that the obligation to indemnify and reimburse expenses shall be several, not joint and several, for each Holder and shall not exceed an amount equal to the Issuer specifically for inclusion in net proceeds actually received by such Holder from the sale of Registrable Securities pursuant to such Shelf Registration Statement. This indemnity shall be in addition to any liability such holder Holder may otherwise have. Such indemnity shall remain The Company and the Holders hereby acknowledge and agree that, unless otherwise expressly agreed to in full force writing by the applicable Holders, the only information furnished or to be furnished to the Company for use in any Shelf Registration Statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (i) transactions or the relationship between the applicable Holders and effect regardless of any investigation made by or its Affiliates, on behalf of the Issuer or any indemnified party. In no event shall one hand, and the liability of any selling holder Company, on the other hand, (ii) the beneficial ownership of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such holder under Holder and its Affiliates, (iii) the sale name and address of such Holder and (iv) any additional information about such Holder or the Registrable Securities giving rise plan of distribution (other than for an underwritten offering) required by law or regulation to such indemnification obligation. The Issuer shall be entitled to receive indemnities from, if applicable and if requested, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information so furnished in writing by such Persons specifically for inclusion disclosed in any Prospectus or Registration Statement. Each holder also shall indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Issuerdocument.

Indemnification by the Holders. Each selling With regard to the registration of Registrable Securities under the Securities Act, each holder of Registrable Securities agrees (severally and not jointly) to shall indemnify and hold harmless, harmless (in the same manner and to the full same extent permitted by lawas set forth in Section 2.5.1 above) the Trust, each affiliate of the IssuerTrust and each trustee, its directors officer, director, manager employee, representative, agent and officers advisor of and to any of the foregoing, and each Person who controls the Issuer (Trust within the meaning of Section 15 of the Securities Act and or Section 20(a) of the Exchange Act) , with respect to any statement or alleged statement in or omission or alleged omission from and against such Registration Statement, any Losses resulting from any untrue statement of a material fact preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with information furnished in writing to the Trust by such holder for incorporation therein, but only to the extent that (i) such untrue statements or omissions are based solely upon information regarding such holder of a material fact required Registrable Securities furnished to be stated the Trust by such holder of Registrable Securities in writing expressly for use therein, or to the extent that such information relates to such holder of Registrable Securities or such holder of Registrable Securities proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such holder of Registrable Securities expressly for use in the Registration Statement under which any Registrable Securities held by such holder of Registrable Securities were registered under the Securities Act (including Act, any finalpreliminary prospectus, preliminary final prospectus or summary Prospectus prospectus contained therein 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 Issuer specifically for inclusion in such Registration Statement. This indemnity shall be in addition to any liability such holder may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Issuer or any indemnified partythereto. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the net proceeds received by such holder under Holder of Registrable Securities upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Issuer shall be entitled to receive indemnities from, if applicable and if requested, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement. Each holder also shall indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Issuer.

Indemnification by the Holders. Each selling holder of Registrable Securities agrees (In connection with any Registration Statement in which there are Participating Holders, each such Participating Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and shall indemnify, severally and not jointly) to indemnify and hold harmless, to the full fullest extent permitted by law, the IssuerCompany, its directors and officers Affiliates and each Person who controls the Issuer Company (within the meaning of the Securities Act and the Exchange Act) from and their respective officers and directors against all losses, claims, damages, liabilities and expenses arising out of or based upon any Losses resulting from any untrue or alleged untrue statement of a material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto 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, extent that the same are made in reliance and in conformity with information relating to such untrue statement or omission had been contained in any information Participating Holder furnished in writing to the Company by such selling holder Participating Holder specifically for use therein; provided, however, that the liability of each such Participating Holder shall be limited to the Issuer specifically net proceeds received by such Participating Holder from the sale of Registrable Securities pursuant to the Registration Statement from which such liability arises. The indemnification provided for inclusion in such Registration Statement. This indemnity shall be in addition to any liability such holder may otherwise have. Such indemnity under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Issuer indemnified Person or any officer, director or controlling Person of such indemnified party. In no event Person, shall survive the liability transfer of securities and shall continue to apply to all Persons that were Holders at any selling holder time, regardless of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such holder under the sale of the Registrable Securities giving rise whether they continue to such indemnification obligation. The Issuer shall be entitled to receive indemnities from, if applicable and if requested, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement. Each holder also shall indemnify any underwriters of the hold Registrable Securities, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Issuer.

Indemnification by the Holders. Each selling holder of Registrable Securities agrees (severally and not jointly) to indemnify and hold harmless, to the full extent permitted by law, the Issuer, its directors and officers and each Person who controls the Issuer (within the meaning of the Securities Act and the Exchange Act) from and against any Losses resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration Statement under which such Registrable Securities 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 con tained in any information furnished in writing by such selling holder to the Issuer specifically for inclusion in such Registration Statement. This indemnity shall be in addition to any liability such holder may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Issuer or any indemnified party. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such holder under the sale of the Registrable Securities giving rise to such indemnification obligation. The Issuer shall be entitled to receive indemnities from, if applicable and if requested, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information so furnished in writing by such Persons specifically for inclusion inclus ion in any Prospectus or Registration Statement. Each holder also shall indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Issuer.

Indemnification by the Holders. Each selling holder Seller and any other holders of the Registrable Securities agrees (hereby agree, severally and not jointly) , to indemnify and hold harmlessharmless Purchaser, to the full extent permitted by law, the Issuer, its directors each director and officers officer of Purchaser and each Person other person, if any who controls the Issuer (Purchaser within the meaning of the Securities Act and the Exchange Act) , from and against any Losses resulting from and all losses, claims, damages or liabilities, joint or several, and expenses (including fees of counsel and any amounts paid in settlement effected with the consent of such holders) to which Purchaser, such director or officer or controlling person may become subject under the Securities Act, common law or otherwise, insofar as such losses, claims, damages or liabilities or expenses (including all such losses, claims, damages, liabilities and expenses arising out of any actions or proceedings, whether commenced or threatened), arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact in or any omission of or alleged omission to state a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered under the Securities Act (including registration statement, or any finalpreliminary, preliminary final or summary Prospectus prospectus contained therein therein, or any amendment thereof or supplement thereto or any documents incorporated by reference therein)thereto, 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 alleged statement or omission had been contained or alleged omission was made in any reliance upon and in conformity with written information furnished to Purchaser by or on behalf of such holder expressly for use in writing such registration statement or preliminary, final or summary prospectus, amendment or supplement (including such information provided to Purchaser pursuant to the second sentence of the last paragraph of Section 3 of this Agreement); provided, however, that no such holder shall be liable to any such person under this Section 5(b) for any amounts in excess of the dollar amount of the proceeds to be received by such selling holder from the sale of such holder=s Registrable Securities pursuant to the Issuer specifically for inclusion in such Registration Statement. This indemnity shall be in addition to any liability such holder may otherwise haveregistration. Such indemnity indemnification and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of the Issuer Purchaser or any indemnified partyof its directors, officers or controlling persons or any of such other holders of Registrable Securities or their respective directors, officers, partners and controlling persons and shall survive the transfer of such Registrable Securities by such holder. In no event shall the liability of any selling Each holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such holder under the sale of the Registrable Securities giving rise also agrees to such indemnification obligation. The Issuer shall be entitled to receive indemnities from, if applicable indemnify and if requested, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement. Each holder also shall indemnify hold harmless any underwriters of the Registrable Securities, their officers and directors and each Person person who controls such underwriters (within the meaning of the Securities Act) to on substantially the same extent basis as provided above with respect to that of the indemnification of the IssuerPurchaser provided in this Section 5(b).

Indemnification by the Holders. Each selling holder of Registrable Securities agrees In connection with any Registration Statement in which a Holder is participating, each Holder (severally and not jointly) agrees to indemnify and hold harmlessharmless the Company, Controlling Persons of the Company, and the respective officers, directors, partners, members, managers, representatives, employees, and agents of the Company or Controlling Persons of the Company to the full same extent permitted by law, as the Issuer, its directors and officers and foregoing indemnity from the Company to each Person who controls the Issuer (within the meaning of the Securities Act and the Exchange Act) from and against any Losses resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration Statement under which such Registrable Securities 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 extentPurchaser Indemnitee, but only with reference to (i) untrue statements or omissions or alleged untrue statements or omissions made in reliance upon and in strict conformity with information relating to such Holder furnished to the extent, that such untrue statement or omission had been contained in any information furnished Company in writing by such selling holder to the Issuer specifically for inclusion in such Registration Statement. This indemnity shall be in addition to any liability such holder may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Issuer Holder expressly for use in any Registration Statement or Prospectus, any amendment or supplement thereto, or any indemnified partypreliminary Prospectus, and (ii) any sales by the Holder after the delivery by the Company to the Holder of a notice to cease making offers as described in Section 4(d) and before the delivery by the Company of notice regarding the end of such cessation. If the Holder elects to include Registrable Securities in an Underwritten Offering, the Holder shall be required to agree to such customary indemnification provisions as may reasonably be required by the underwriter in connection with such Underwritten Offering. In no event shall any Holder be responsible for Liabilities under this Agreement to the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount Company or Controlling Persons of the Company or the respective officers, directors, partners, members, managers, representatives, employees and agents of the Company or Controlling Persons of the Company in excess of the net proceeds received by such holder under Holder as a result of the sale of the Registrable Securities giving rise pursuant to such indemnification obligation. The Issuer shall be entitled to receive indemnities from, if applicable and if requested, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement. Each holder also shall indemnify , or amounts paid in settlement of any underwriters Liabilities if such settlement is effected without the consent of the Registrable Securities, their officers and directors and each Person who controls such underwriters Holder (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Issuerwhich consent shall not be unreasonably withheld).

Indemnification by the Holders. Each selling holder of Registrable Securities agrees (severally and not jointly) which are included or are to indemnify and hold harmlessbe included in any registration statement filed in connection with a Shelf Registration Statement, a Requested Registration or a Piggyback Registration, as a condition to including Registrable Securities in such registration statement, shall, to the full extent permitted by law, indemnify and hold harmless the IssuerCompany, its directors and officers officers, and each Person other Person, if any, who controls the Issuer (Company within the meaning of the Securities Act and the Exchange Act) from and , against any Losses resulting from to which the Company or any such director or officer or controlling Person may become subject under the Securities Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission of or alleged omission to state therein a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectusprospectus, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that if such untrue statement or alleged untrue statement or omission had been contained or alleged omission was made in any reliance upon and in conformity with information furnished or confirmed in writing to the Company through an instrument duly executed by such selling holder specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; PROVIDED, HOWEVER,, that the obligation to provide indemnification pursuant to this SECTION 6(b) shall be several, and not joint and several, among such Indemnifying Parties on the basis of the number of Registrable Securities included in such registration statement and the aggregate amount which may be recovered from any holder of Registrable Securities pursuant to the Issuer specifically indemnification provided for inclusion in such Registration Statement. This indemnity this SECTION 6(b) in connection with any registration and sale of Registrable Securities shall be in addition limited to any liability the total proceeds received by such holder may otherwise havefrom the sale of such Registrable Securities. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Issuer Company or any indemnified party. In no event such director, officer or controlling Person and shall survive the liability transfer of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received such securities by such holder under holder. Such holders shall also indemnify each other Person who participates (including as an underwriter) in the offering or sale of the Registrable Securities giving rise to such indemnification obligation. The Issuer shall be entitled to receive indemnities from, if applicable and if requested, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement. Each holder also shall indemnify any underwriters of the Registrable Securities, their officers and directors and each Person other Person, if any, who controls any such underwriters (participating Person within the meaning of the Securities Act) Act to the same extent as provided above with respect to the indemnification of the IssuerCompany.

Indemnification by the Holders. Each selling holder of Electing Holder including any Registrable Securities agrees (Shares in the Shelf Registration Statement, hereby agrees, severally and not jointly) , to the extent permitted by applicable laws, to indemnify and hold harmless, harmless (in the same manner and to the full same extent permitted by lawas set forth in Section 2.5(a)) the Company, the Issuer, its directors and officers and each Person director of the Company, each officer of the Company and each other Person, if any, who controls the Issuer (Company within the meaning of the Securities Act and Act, and, to the Exchange Act) extent requested, each underwriter, with respect to any statement or alleged statement in or omission or alleged omission from and against such Shelf Registration Statement, any Losses resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered under the Securities Act (including any finalpreliminary prospectus, preliminary final prospectus or summary Prospectus prospectus contained therein 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 extentthereto, but only to the extent, that extent such untrue statement or alleged statement or omission had been contained or alleged omission was made in any reliance upon and in conformity with written information furnished in writing to the Company by such selling holder Holder for use therein; provided, however, that the liability of such indemnifying party under this Section 2.5(b) shall be limited to the Issuer specifically for inclusion amount of net proceeds received by such indemnifying party in the offering giving rise to such Registration Statement. This indemnity shall be in addition to any liability such holder may otherwise haveliability. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Issuer Company or any indemnified party. In no event such director, officer or controlling Person and shall survive the liability transfer of such securities by such Holder; and provided, further, that such Holder shall not be liable to any selling holder Person who participates as an underwriter in the offering or sale of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such holder under the sale of the Registrable Securities giving rise to such indemnification obligation. The Issuer shall be entitled to receive indemnities fromShares or any other Person, if applicable and if requestedany, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement. Each holder also shall indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters (underwriter within the meaning of the Securities Act) , in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same extent as provided above with respect may be then supplemented or amended, to any other Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the indemnification written confirmation of the Issuersale of Registrable Shares to such other Person if such statement or omission was corrected by such Holder in such final prospectus.

Indemnification by the Holders. Each selling holder of The Issuer and the Company may require, as a condition to including any Registrable Securities agrees (in any Shelf Registration Statement filed pursuant to Section 2.2 and to entering into any underwriting agreement with respect thereto, that the Issuer and the Company shall have received an undertaking reasonably satisfactory to them from the Holders of such Registrable Securities, severally and not jointly, (a) to indemnify and hold harmless, to the full extent permitted by law, harmless the Issuer, its directors and officers the Company, the Initial Purchaser, all other Holders of Registrable Securities and each Person person who controls any of the Issuer foregoing persons (within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act), against any losses, claims, damages or liabilities to which such persons may become subject, under the Securities Act and the Exchange Actor otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) from and against any Losses resulting from any arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such Shelf Registration Statement or any Prospectus contained therein or furnished or arise out of or are based upon the omission of or alleged omission to state therein a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission had been contained or alleged omission was made in any reliance upon and in conformity with information furnished in writing by such selling holder to the Issuer specifically and the Company by such Holder expressly for inclusion use therein, and (b) to reimburse (without duplication) such persons for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Registration Statement. This indemnity action or claim as such expenses are incurred; provided, however, that no such Holder shall be in addition required to undertake liability to any liability such holder may otherwise have. Such indemnity shall remain person under this Section 5.2 for any amounts in full force and effect regardless excess of any investigation made by or on behalf of the Issuer or any indemnified party. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the net proceeds to be received by such holder under Holder from the sale of the such Holder's Registrable Securities giving rise pursuant to such indemnification obligation. The Issuer shall be entitled to receive indemnities from, if applicable and if requested, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement. Each holder also shall indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the IssuerShelf Registration.

Indemnification by the Holders. Each selling holder of Registrable Securities agrees (severally and not jointly) to indemnify and hold harmless, to the full extent permitted by law, the Issuer, its directors directors, officers and officers partners, and each Person who controls the Issuer (within the meaning of the Securities Act and the Exchange Act), and each other selling holder of Registrable Securities, their respective officers, directors and partners, and each Person who controls (within the meaning of the Securities Act or the Exchange Act) such other selling holder (each, a “Company/Seller Indemnified Party” and, together with the Holder Indemnified Parties, the “Indemnified Parties”), from and against any Losses resulting from any untrue or allegedly untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement under which such Registrable Securities 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 Issuer specifically expressly for inclusion in such Registration Statement. This indemnity shall be in addition to any liability such holder may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Issuer or any indemnified partyCompany/Seller Indemnified Party. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the net proceeds received by such holder under from the sale of the Registrable Securities giving rise to such indemnification obligation. The Issuer shall be entitled to receive indemnities from, if applicable and if requested, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement. Each holder also shall indemnify any underwriters of the Registrable Securities, their officers officers, Table of Contents directors and directors 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 Issuer.

Indemnification by the Holders. Each selling holder of The Company may require, as a condition to including any Registrable Securities agrees (in any Registration Statement or to entering into any underwriting agreement with respect thereto, that the Company shall have received an undertaking reasonably satisfactory to it from the Holders of such Registrable Securities and from each underwriter named in any such underwriting agreement, severally and not jointly, to (i) to indemnify and hold harmlessharmless the Company and all other Holders of Registrable Securities, against any losses, claims, damages or liabilities to which the full extent permitted by lawCompany or such other Holders of Registrable Securities may become subject, the Issuer, its directors and officers and each Person who controls the Issuer (within the meaning of under the Securities Act and the Exchange Actor otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) from and against any Losses resulting from any arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such Registration Statement, or any preliminary, final or summary prospectus contained therein or furnished by the Company to any such Holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission of or alleged omission to state therein a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission had been contained or alleged omission was made in any reliance upon and in conformity with written information furnished in writing to the Company by such selling holder to Holder (in the Issuer specifically case of an undertaking by such Holder) or underwriter (in the case of an undertaking by such underwriter) expressly for inclusion use therein, and (ii) reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such Registration Statement. This indemnity action or claim as such expenses are incurred; provided, however, that no such Holder shall be in addition required to undertake liability to any liability such holder may otherwise have. Such indemnity shall remain person under this Section 5(b) for any amounts in full force and effect regardless of any investigation made by or on behalf excess of the Issuer or any indemnified party. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds to be received by such holder under Holder from the sale of the such Holder's Registrable Securities giving rise pursuant to such indemnification obligation. The Issuer shall be entitled to receive indemnities from, if applicable and if requested, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement. Each holder also shall indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Issuerregistration.

Indemnification by the Holders. Each selling holder of The Company may require, as a condition to including any Registrable Securities agrees (severally in any registration statement filed pursuant to the Employment Agreement and not jointly) as a condition to indemnifying such sellers pursuant to this paragraph 5, that the Company shall have received an undertaking reasonably satisfactory to it from each prospective seller of such securities, to indemnify and hold harmless, harmless and reimburse (in the same manner and to the full same extent permitted by lawas set forth in such subparagraph (a) of this paragraph 5) the Company, each director, officer, employee and agent of the IssuerCompany, its directors and officers and each Person other Person, if any, who controls the Issuer (Company within the meaning of the Securities Act and the Exchange Act) , from and against any Losses resulting from (or actions or 42 proceedings, whether commenced or threatened, in respect thereof) arising out of or based upon any untrue statement or alleged untrue statement of a material fact or contained in any omission of a material fact required to be stated in the Registration Statement registration statement under which such Registrable Securities securities were registered under the Securities Act (including all documents incorporated therein by reference), any finalpreliminary prospectus, preliminary final prospectus or summary Prospectus prospectus contained therein therein, or any amendment thereof or supplement thereto, or any omission or alleged omission from such registration statement, preliminary prospectus, final prospectus or summary prospectus, or any amendment or supplement thereto or any documents incorporated by reference therein), required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading, to the extent, if (but only to the extent, that if) such untrue statement or alleged untrue statement or omission had been contained or alleged omission was made in any reliance upon and in conformity with written information furnished to the Company by such prospective seller specifically for inclusion therein; provided, however, that such prospective seller shall not be obligated to provide such indemnity to the extent that such Losses result, directly or indirectly, from the failure of the Company to promptly amend or take action to correct or supplement any such registration statement, prospectus, amendment or supplement based on corrected or supplemental information provided in writing by such selling holder prospective seller to the Issuer specifically Company expressly for inclusion in such Registration Statement. This indemnity purpose; and provided further, that the obligation to provide indemnification pursuant to this subparagraph (b) shall be several, and not joint and several, among such indemnifying parties. Notwithstanding anything in addition this paragraph 5 to the contrary, in no event shall the liability of any liability prospective seller under such holder may otherwise haveindemnity be greater in amount than the amount of the proceeds received by such seller upon the sale of its Registrable Securities in the offering to which the Losses relate. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Issuer Company or any indemnified party. In no event such director, officer, employee, agent or participating or controlling Person and shall survive the liability transfer of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received such securities by such holder under the sale of the Registrable Securities giving rise to such indemnification obligation. The Issuer shall be entitled to receive indemnities from, if applicable and if requested, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement. Each holder also shall indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Issuerprospective seller.

Indemnification by the Holders. Each selling In connection with any registration statement in which a holder of Registrable Securities agrees (is participating, each such holder, severally and not jointly) to indemnify and hold harmless, shall indemnify, to the full fullest extent permitted by law, the IssuerCompany, its each underwriter and their respective officers, directors and officers agents, if any, and each Person Person, if any, who controls the Issuer (Company or such underwriter within the meaning of section 15 of the Securities Act and the Exchange Act) from and , against any Losses losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses resulting from any untrue statement or alleged 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, registration statement or prospectus or preliminary or summary Prospectus contained therein prospectus 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 Prospectusany prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, extent that such untrue statement or omission had been is contained in any or such omission is from information so concerning a holder furnished in writing by such selling holder expressly for use therein; provided, however, that such holder's obligations hereunder shall be limited to an amount equal to the Issuer specifically for inclusion in such Registration Statement. This indemnity shall be in addition net proceeds to any liability such holder may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Issuer or any indemnified party. In Registrable Securities sold pursuant to such registration statement; and provided, further, that no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such holder under the sale of the Registrable Securities giving rise to such indemnification obligation. The Issuer shall be entitled required to receive indemnities from, if applicable and if requested, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement. Each holder also shall indemnify any underwriters such underwriter, or any officer or director of the Registrable Securities, their officers and directors and each such underwriter or any Person who controls such underwriters (underwriter within the meaning of section 15 of the Securities Act) , to the same extent as provided above with that the loss, claim, damage, liability (or proceedings in respect thereof) or expense for which indemnification is claimed results from such underwriter's failure to send or give a copy of an amended or supplemented final prospectus to the indemnification Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the Issuersale of Registrable Securities to such Person if such statement or omission was corrected in such amended or supplemented final prospectus prior to such written confirmation and the underwriter was provided with such amended or supplemented final prospectus.