Common use of Indemnification by the Sellers Clause in Contracts

Indemnification by the Sellers. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 3.1 or 3.2, each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein or related thereto, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event Each holder of Registrable Securities which are included or are to be included in any registration statement filed in connection with a registration of any the Company's securities, as a condition to including Registrable Securities under in such registration statement, shall, to the Securities Act pursuant to Section 3.1 or 3.2full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Companyits directors and officers, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, Losses to which the Company or any such director, officer, employee, participating person director or officer or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or supplement; provided, however, that the obligation to provide indemnification pursuant to this paragraph (iib) any omission or alleged omission to state a fact with respect to shall be several, and not joint and several, among such seller required to be stated Indemnifying Parties on the basis of the number of Registrable Securities included in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; statement and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for aggregate amount which may be recovered from any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale holder of Registrable Securities pursuant to the indemnification provided for in this paragraph (b) in connection with any registration and sale of Registrable Securities shall be limited to the total proceeds received by such registration statementholder from the sale of such Registrable Securities. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person Person and shall survive the transfer of such securities by such seller. Such holders shall also indemnify each other Person who participates (including as an underwriter) in the offering or sale of Registrable Securities, their officers and directors and each other Person, if any, who controls any such participating Person within the meaning of the Securities Act to the same extent as provided above with respect to the Company.

Indemnification by the Sellers. In the event of any registration of As a condition to including any Registrable Securities under in any registration statement, the Securities Act pursuant Company shall have received an undertaking satisfactory to Section 3.1 or 3.2, each of it from the prospective sellers seller of such securitiesRegistrable Securities, will to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 2.7(a)) the Company, and each director of the Company, each officer of the Company who shall sign such registration statement, and each other person Person, if any, who participates as an underwriter, broker or dealer underwriter in the offering or sale of such securities and each other person, if any, Person who controls the Company or any such participating person underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, 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 such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement supplement; PROVIDED, HOWEVER, that (A) the indemnifying party shall not be liable in any such case to the extent that any such statement or omission is completely corrected (x) in the final prospectus, in the case of a preliminary prospectus, or (iiy) any omission in an amendment or alleged omission supplement to state a fact prospectus or prospectus supplement (PROVIDED, HOWEVER, that nothing in this clause (y) shall limit the indemnifying party's liability with respect to such seller required sales made prior to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse receipt by the Company from the indemnifying party of written notice of such an untrue statement or such an omission) and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that (B) the liability of each such seller will indemnifying party under this Section 2.7(b) shall be in proportion to and limited to the net amount of proceeds received by such seller (after deducting any underwriting discount and expenses) from indemnifying party in the sale of Registrable Securities pursuant offering giving rise to such registration statementliability. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person and shall survive the transfer of such securities by such sellerholder.

Indemnification by the Sellers. In the event of any registration of The Company may require as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 1.1, or 3.2, 2 (including any Take-down Transaction) that the Company shall have received an undertaking satisfactory to it from each of the prospective sellers of such securities, will Registrable Securities to indemnify and hold harmless harmless, severally, not jointly, in the same manner and to the same extent as set forth in Section 8.1, the Company, each director of the Companyits directors, each officer of the Company who shall sign such registration statementofficers, each other person who participates as an underwriteremployees, broker or dealer in the offering or sale of such securities agents and each other person, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus, summary prospectus or summary free writing prospectus (when taken together with the related prospectus) contained therein therein, offering circular, notification, pricing disclosure or related theretolike document, or any amendment or supplement theretoto any of the foregoing, 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 such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, free writing prospectus, amendment or supplement supplement. The Company and the holders of the Registrable Securities in their capacities as stockholders and/or controlling persons (but not in their capacities as managers of the Company) hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders, the only information furnished or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated furnished to the Company for use in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment free writing prospectus, offering circular, notification, pricing disclosure or like document relating to the Registrable Securities or in any amendment, supplement or necessary preliminary materials associated therewith are statements specifically relating to make (a) the statements therein not misleading; beneficial ownership of shares of Common Stock by such holder and its Affiliates and (b) the seller will reimburse name and address of such holder and its Affiliates. If any additional information about such holder or the Company and each such director, officer, employee, participating person and controlling person plan of distribution (other than for any legal or any other expenses reasonably incurred an underwritten offering) is specifically required by them law to be disclosed in connection with investigating or defending any such lossdocument, claim, liability, action or proceeding, provided that then such holder shall not unreasonably withhold its agreement referred to in the liability immediately preceding sentence of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementthis Section 8.2. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person and shall survive the transfer of such securities Registrable Securities by such seller. The indemnity agreement contained in this Section 8.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayed). The indemnity provided by each seller of Registrable Securities under this Section 8.2 shall be limited in amount to the net amount of proceeds actually received by such seller from the sale of Registrable Securities pursuant to such registration statement (or prospectus, as applicable).

Indemnification by the Sellers. In the event of any registration of As a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 4.1 or 3.24.2, each seller of the prospective sellers of such securitiesRegistrable Securities shall, will severally and not jointly, indemnify and hold harmless the Company, each director of the Companyits directors and officers, each officer of the Company who shall sign such registration statementemployees and agents, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActCompany, against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person director or controlling officer or any such person may become subject under the Securities Act or otherwiseany other statute or at common law, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained contained, on the effective date thereof, in any registration statement under which such securities Registrable Securities were registered under the Securities Act, or in any preliminary prospectus, prospectus or final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state therein a material fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement therein or necessary to make the statements therein not misleading; , in each case to the extent, but only to the extent that such alleged untrue statement or alleged omission was contained in written information furnished to the Company by such holder specifically for use therein, and the seller will shall reimburse the Company and each or such director, officer, employee, participating person and controlling officer or other person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liabilitydamage, action liability or proceedingaction. Notwithstanding the foregoing, provided that the liability obligations of each such any seller will of Registrable Securities shall be in proportion to and limited to an amount equal to the net amount proceeds received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such the registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by statement to which the losses, claims, liabilities or on behalf of the Company or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such sellerdamages relate.

Indemnification by the Sellers. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 3.1 1.1 or 3.21.2, each of the prospective sellers of such securities, securities will indemnify and hold harmless the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwiseotherwise (including, without limitation, the reasonable fees and expenses of legal counsel incurred in connection with any claim for indemnity hereunder), insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in in, or any omission or alleged omission to state a fact with respect to such seller required to be stated in, any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein or related thereto, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleadingsupplement; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 3.1 2.1 or 3.22.2, each of the prospective sellers of such securities, will will, severally and not jointly, indemnify and hold harmless the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwiseotherwise (including, without limitation, the reasonable fees and expenses of legal counsel incurred in connection with any claim for indemnity hereunder), insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in in, or any omission or alleged omission to state a fact with respect to such seller required to be stated in, any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein or related thereto, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleadingsupplement; and the such seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 Sections 7.1, 7.2 or 3.2, 7.6 (including any Take-down Transaction) that the Company shall have received an undertaking satisfactory to it from each of the prospective sellers of such securities, will Registrable Securities to indemnify and hold harmless harmless, severally, not jointly, in the same manner and to the same extent as set forth in Section 7.12(a), the Company, each director of the Companyits directors, each officer of the Company who shall sign such registration statementofficers, each other person who participates as an underwriteremployees, broker or dealer in the offering or sale of such securities agents and each other person, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of Xxxxxxx 00 xx xxx Xxxxxxxx Xxx) the Exchange ActCompany, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, 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 such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementsupplement. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person and shall survive the transfer of such securities Registrable Securities by such seller. The indemnity agreement contained in this Section 7.12(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayed). The indemnity provided by each seller of Registrable Securities under this Section 7.12(b) shall be limited in amount to the net amount of proceeds actually received by such seller from the sale of Registrable Securities pursuant to such registration statement.

Indemnification by the Sellers. In the event Each holder of any registration of any Registrable Securities under which are included or are to be included in the Shelf Registration Statement, as a condition to including Registrable Securities Act pursuant in such registration statement, shall, severally and not jointly, to Section 3.1 or 3.2the full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Companyits Representatives, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct and each such controlling Person's Representatives (collectively, the "Seller Indemnitees") against any and all losses, claims, damages or liabilities, joint or several, Losses to which the Company or any such director, officer, employee, participating person or controlling person Seller Indemnitees may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly holder specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement and was not corrected in a subsequent writing prior to or (ii) any omission or alleged omission to state a fact concurrently with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities to the Person asserting such Loss; provided, however, that the aggregate amount which may be recovered from any holder of Registrable Securities pursuant to the indemnification provided for in this Section 7(b) in connection with any registration and sale of Registrable Securities shall be limited to the total proceeds received by such registration statementholder from the sale of such Registrable Securities. Such indemnity holders shall remain also indemnify each other Person who participates (including as an underwriter) in full force the offering or sale of Registrable Securities, their officers and effect regardless of directors and each other Person, if any, who controls any investigation made by or on behalf such participating Person within the meaning of the Company Securities Act or the Exchange Act to the same extent as provided above with respect to the Seller Indemnitees. The indemnity in this paragraph (b) of Section 7 shall be in addition to any liability such director, officer, participating person or controlling person and shall survive the transfer of such securities by such sellerholder may otherwise have.

Indemnification by the Sellers. In the event of any registration Each seller of any Registrable Securities under and each other Person who controls such seller, within the meaning of the Securities Act pursuant to Section 3.1 or 3.2shall, each of the prospective sellers of such securitiesand hereby does, will severally and not jointly, indemnify and hold harmless the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer (in the offering or sale of such securities same manner and to the same extent as set forth in Section 2.9(a)) the Issuer and each other person, if any, Person who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActIssuer, against any and all lossestheir respective directors, claimsofficers, damages or liabilitiespartners, joint or severalshareholders, to which the Company or any such directoremployees, officerrepresentatives, employeeagents, participating person Affiliates or controlling person may become subject under the Securities Act or otherwisePersons, insofar as such losses, claims, damages or liabilities (or actions or proceedings in with respect thereof) arise out of or are based upon to (i) any untrue statement or alleged untrue statement of a material fact contained in or any omission or alleged omission to state therein a material fact in any such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectusPreliminary Prospectus, final prospectus Prospectus or summary prospectus Prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company Issuer by or on behalf of such seller seller, expressly for use in therein, unless prior to the preparation printing of such registration statement, preliminary prospectusPreliminary Prospectus, final prospectusProspectus, summary prospectusProspectus, amendment or supplement the Issuer was furnished information which corrected or made not misleading the previously furnished information and the Issuer failed to incorporate such additional information into the registration statement and Prospectus amendment or supplement, and (ii) the use of any omission or alleged omission to state prospectus after such time as the Issuer has advised such indemnified party in writing that the filing of a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, post-effective amendment or supplement thereto is required, except for the use of the Prospectus as so amended or necessary supplemented, or the use of any Prospectus after such time as the obligation of the Issuer to make keep the statements therein not misleadingsame current and effective has expired; and the seller will reimburse the Company and each such directorprovided, officerhowever, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will indemnifying party under this Section 2.9(b) shall be in proportion to and limited to the amount of net amount proceeds received by such seller (after deducting any underwriting discount and expenses) from indemnifying party in the sale of Registrable Securities pursuant offering giving rise to such registration statementliability. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company Issuer or any such director, officer, participating person partner, shareholder, employee, representative, agent, Affiliate or controlling person Person and shall survive the transfer of such securities by such seller. The reimbursements required by this Section 2.9(b) will be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred and reasonable documentation of the same is provided to the indemnifying party.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 1.1 or 3.2, Section 2 that the Company shall have received an undertaking satisfactory to it from each of the prospective sellers of such securities, will Registrable Securities to indemnify and hold harmless harmless, severally, not jointly, in the same manner and to the same extent as set forth in Section 8.1, the Company, each director of the Companyits directors, each officer of the Company who shall sign such registration statementofficers, each other person who participates as an underwriteremployees, broker or dealer in the offering or sale of such securities agents and each other person, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, 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 such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. The Company and the holders of the Registrable Securities in their capacities as stockholders and/or controlling persons (but not in their capacities as managers 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 any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (iia) transactions between such holder and 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 omission additional information about such holder or alleged omission to state a fact with respect to such seller the plan of distribution (other than for an underwritten offering) is required by law to be stated disclosed in any such registration statementdocument, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary then such holder shall not unreasonably withhold its agreement referred to make in the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability immediately preceding sentence of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementthis Section 8.2. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person and shall survive the transfer of such securities Registrable Securities by such seller. The indemnity agreement contained in this Section 8.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayed). The indemnity provided by each seller of Registrable Securities under this Section 8.2 shall be limited in amount to the net amount of proceeds actually received by such seller from the sale of Registrable Securities pursuant to such registration statement.

Indemnification by the Sellers. In the event Each holder of Registrable Securities which are included or are to be included in any registration of any statement filed in connection with a Demand Registration or a Piggyback Registration, as a condition to including Registrable Securities under in such registration statement, shall, to the Securities Act pursuant to Section 3.1 or 3.2full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the CompanyState Auto Financial, each director of the Companyits directors and officers, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person State Auto Financial within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, Losses to which the Company State Auto Financial or any such director, officer, employee, participating person director or officer or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company State Auto Financial through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (iisupplement; PROVIDED however, that the obligation to provide indemnification pursuant to this SECTION 7.6(b) any omission or alleged omission to state a fact with respect to shall be several, and not joint and several, among such seller required to be stated Indemnifying Parties on the basis of the number of Registrable Securities included in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; statement and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for aggregate amount which may be recovered from any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale holder of Registrable Securities pursuant to the indemnification provided for in this SECTION 7.6(B) in connection with any registration and sale of Registrable Securities shall be limited to the total proceeds received by such registration statementholder from the sale of such Registrable Securities. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company State Auto Financial or any such director, officer, participating person officer or controlling person Person and shall survive the transfer of such securities by such seller. Such holders shall also indemnify each other Person who participates (including as an underwriter) in the offering or sale of Registrable Securities, their officers and directors and each other Person, if any, who controls any such participating Person within the meaning of the Securities Act to the same extent as provided above with respect to State Auto Financial.

Indemnification by the Sellers. In the event Each holder of Registrable Securities which are included or are to be included in any registration of any statement filed in connection with a Demand Registration, Shelf Registration or a Piggyback Registration, as a condition to including Registrable Securities under in such registration statement, shall, to the Securities Act pursuant to Section 3.1 or 3.2full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Companyits directors and officers, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, Losses to which the Company or any such director, officer, employee, participating person director or officer or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (iisupplement; provided, however, that the obligation to provide indemnification pursuant to this Section 8(b) any omission or alleged omission to state a fact with respect to shall be several, and not joint and several, among such seller required to be stated Indemnifying Parties on the basis of the number of Registrable Securities included in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; statement and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for aggregate amount which may be recovered from any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale holder of Registrable Securities pursuant to the indemnification provided for in this Section 8(b) in connection with any registration and sale of Registrable Securities shall be limited to the total proceeds received by such registration statementholder from the sale of such Registrable Securities. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person Person and shall survive the transfer of such securities by such seller. Such holders shall also indemnify each other Person who participates (including as an underwriter) in the offering or sale of Registrable Securities, their officers and directors and each other Person, if any, who controls any such participating Person within the meaning of the Securities Act to the same extent as provided above with respect to the Company.

Indemnification by the Sellers. In the event Each holder of any registration of any Registrable Securities under which are included or are to be included in the Shelf Registration Statement, as a condition to including Registrable Securities Act pursuant in such registration statement, shall, severally and not jointly, to Section 3.1 or 3.2the full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Companyits Representatives, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct and each such controlling Person’s Representatives (collectively, the “Seller Indemnitees”) against any and all losses, claims, damages or liabilities, joint or several, Losses to which the Company or any such director, officer, employee, participating person or controlling person Seller Indemnitees may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly holder specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement and was not corrected in a subsequent writing prior to or (ii) any omission or alleged omission to state a fact concurrently with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities to the Person asserting such Loss; provided, however, that the aggregate amount which may be recovered from any holder of Registrable Securities pursuant to the indemnification provided for in this Section 7(b) in connection with any registration and sale of Registrable Securities shall be limited to the total proceeds received by such registration statementholder from the sale of such Registrable Securities. Such indemnity holders shall remain also indemnify each other Person who participates (including as an underwriter) in full force the offering or sale of Registrable Securities, their officers and effect regardless of directors and each other Person, if any, who controls any investigation made by or on behalf such participating Person within the meaning of the Company Securities Act or the Exchange Act to the same extent as provided above with respect to the Seller Indemnitees. The indemnity in this paragraph (b) of Section 7 shall be in addition to any liability such director, officer, participating person or controlling person and shall survive the transfer of such securities by such sellerholder may otherwise have.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a ------------------------------ condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 or 3.2section 2.3, each of that the Company shall have received an undertaking reasonably satisfactory to it from the prospective sellers seller of such securitiesRegistrable Securities, will to indemnify severally and hold harmless (in the same manner and to the same extent as set forth in subsection (a) of this section 2.7) the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final 18 prospectus or summary prospectus contained therein or related theretotherein, 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 through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to supplement. Any such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person and shall survive the transfer of such securities by such seller. The indemnity agreement provided for in this section 2.7(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld). The parties hereto hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by holders of Registrable Securities to the contrary, for all purposes of this Agreement the only information furnished or to be furnished to the Company for use in any registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto are statements specifically relating to (i) transactions between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (ii) the beneficial ownership of shares of Common Stock by such holders and its Affiliates,(iii) the name and address of such holder and (iv) solely in offerings that are underwritten offerings, the method or methods of distribution of such holders. The indemnity provided for under this section 2.7(b) shall be limited in amount to the net amount of proceeds actually received by such seller from the sale of Registrable Securities pursuant to such registration statement.

Indemnification by the Sellers. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 3.1 2.1 or 3.22.2, each of the prospective sellers of such securities, will indemnify and hold harmless the CompanyCorporation, each director of the CompanyCorporation, each officer of the Company Corporation who shall sign such registration statementRegistration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company Corporation or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Company Corporation or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus, final prospectus or summary prospectus contained therein or related theretoincluded therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company Corporation by such seller expressly for use in the preparation of any such registration statementRegistration Statement, Prospectus, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleadingsupplement; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will shall be in proportion to and limited to the net gross amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity Registration Statement; provided further that any Seller shall remain not be liable and indemnification shall not apply to amounts paid in full force and effect regardless any settlement effected without the consent of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such sellerthat Seller.

Indemnification by the Sellers. In the event of any registration Each seller of any Registrable Securities under and each other Person who controls such seller, within the meaning of the Securities Act pursuant to Section 3.1 or 3.2shall, each of the prospective sellers of such securitiesand hereby does, will indemnify and hold harmless (in the Companysame manner and to the same extent as set forth in Section 3.3(a)) the Issuer, and each director director, officer, employee and shareholder of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities Issuer and each other person, if any, Person who controls the Company or any such participating person Issuer within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, with respect to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in or any registration statement under which omission or alleged omission to state therein a material fact in any such securities were registered under the Securities ActRegistration Statement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company Issuer by or on behalf of such seller expressly specifically for use in the preparation of such registration statementRegistration Statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; PROVIDED, HOWEVER, that (i) the liability of such indemnifying party under this Section 3.3(b) shall be limited to the amount of net proceeds received by such indemnifying party in the offering giving rise to such liability, and (ii) such indemnifying party shall not be liable under this Section 3.3(b) for any loss, claim, damage, liability, action or proceeding arising from, in connection with or relating to such an untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact if such party provided the Issuer with information for inclusion in such Registration Statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement that would have cured such untrue statement or (ii) any alleged untrue statement of a material fact or omission or alleged omission to state a fact with respect to material fact, and the Issuer did not timely include such seller required to be stated information in any such registration statementRegistration Statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementsupplement. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company Issuer or any such director, officer, participating person employee, shareholder or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 or 3.21.1, that the Company shall have received an undertaking reasonably satisfactory to it from each of the prospective sellers of such securities, will Registrable Securities to indemnify and hold harmless harmless, severally, not jointly, in the same manner and to the same extent as set forth in Section 7.1, the Company, each director of the Companyits directors, each officer of the Company who shall sign such registration statementofficers, each other person who participates as an underwriteremployees, broker or dealer in the offering or sale of such securities agents and each other person, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, against but only with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein or related thereto, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. The Company and the holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders, the only information furnished to or to be furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (iia) transactions between such holder and 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 omission additional information about such holder or alleged omission to state a fact with respect to such seller the plan of distribution (other than for an underwritten offering) is required by law to be stated disclosed in any such registration statementdocument, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary then such holder shall not unreasonably withhold its agreement referred to make in the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability immediately preceding sentence of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementthis Section 7.2. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person Person and shall survive the transfer of such securities Registrable Securities by such seller. The indemnity agreement contained in this Section 7.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayed). The indemnity provided by each seller of Registrable Securities under this Section 7.2 shall be limited in amount to the net amount of proceeds actually received by such seller from the sale of Registrable Securities pursuant to such registration statement giving rise to such liability.

Indemnification by the Sellers. In the event of any registration of As a condition to including any Registrable Securities under in any registration statement, the Securities Act pursuant Company shall have received an undertaking satisfactory to Section 3.1 or 3.2, each of it from the prospective sellers seller of such securitiesRegistrable Securities, will to indemnify and hold harmless the Company, and each director of the Company, each officer of the Company who shall sign such registration statement, and each other person Person, if any, who participates as an underwriter, broker or dealer underwriter in the offering or sale of such securities and each other person, if any, Person who controls the Company or any such participating person underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActApplicable Canadian Securities Laws, and their respective directors, officers, partners, employees and affiliates, against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or the Applicable Canadian Securities Laws or otherwise, including, without limitation, the reasonable fees and expenses of legal counsel, insofar as such losses, claims, damages or liabilities (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any registration statement under which such securities were registered under the Securities ActAct or the Applicable Canadian Securities Laws, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state therein a material fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement therein or necessary to make the statements therein in light of the circumstances in which they were made not misleading; , and the seller will to reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; but only to the extent that any such loss, provided claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by or on behalf of such seller, specifically stating that it is for use in the preparation thereof; provided, however, that the liability of each such seller will indemnifying party under this Section 1.7(b) shall be in proportion to and limited to the net amount of proceeds received by such seller (after deducting any underwriting discount and expenses) from indemnifying party in the sale of Registrable Securities pursuant offering giving rise to such registration statementliability. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event of any registration of any Registrable Securities under the Securities Act pursuant The Sellers agree to Section 3.1 or 3.2, each of the prospective sellers of such securities, will indemnify and --------------------------------- hold harmless the CompanyJRT and JRC and/or MTT against and in respect to all damages (as hereinafter defined) in excess of $500.00. Damages, each director of the Companyas used herein shall include any claim, each officer of the Company who shall sign such registration statementsalary, each other person who participates as an underwriterwage, broker or dealer in the offering or sale of such securities and each other personaction, if anytax, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Actdemand, against any and all lossesloss, claimscost, damages or liabilitiesexpense, liability (joint or several), to which the Company or any such directorpenalty, officerand other damage, employeeincluding, participating person or controlling person may become subject under the Securities Act or otherwisewithout limitation, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein or related thereto, or any amendment or supplement thereto, if such statement or omission was made in reliance upon counsel fees and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; other costs and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action attempting to avoid same or proceeding, provided that the liability of each such seller will be in proportion to and limited opposition to the net amount received by such seller (after deducting imposition thereof, or in enforcing this indemnity, resulting to JRT and JRC and/or MTT from any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation inaccurate representation made by or on behalf of the Company Sellers in or pursuant to this Agreement, breach of any of the warranties made by or on behalf of the Sellers in or pursuant to this Agreement, or breach or default in the performance by the Sellers of any of the obligations to be performed by them hereunder. Hereunder, JRT and JRC shall determine whether JRT and JRC, MTT or JRT and JRC and MTT are entitled to be indemnified and such determination shall be binding on the Sellers. Notwithstanding the scope of the Sellers' representations and warranties herein, or of any individual representation or warranty, or any disclosure to JRT and JRC herein or pursuant hereto, or the definition of damages contained in the preceding sentence, or JRT's and JRC's knowledge of any fact or facts at or prior to the Closing, damages shall also include: all debts, liabilities, and obligations of any nature whatsoever (whether absolute, accrued, contingent, or otherwise, and whether due or to become due) of MTT, as of the date hereof not reflected in the Financial Statement or any other exhibit furnished hereunder, whether known or unknown by the Sellers; all claims, actions, demands, losses, costs, expenses, and liabilities resulting from any litigation from causes of action arising prior to the Closing hereunder involving MTT or any owners thereof other than the Sellers, whether or not disclosed to JRT and JRC; all claims, actions, demands, losses, costs, expenses, liabilities and penalties resulting from (i) MTT's infringement or claimed infringement upon or acting adversely to the rights or claimed rights of any person under or in respect to any copyrights, trademarks, trademark rights, patents, patent rights or patent licenses; or (ii) any claim or pending or threatened action with respect to the matters described in clause (i); all claims, actions, demands, losses, costs, expenses, liabilities or penalties resulting from MTT's failure in any respect to perform any obligation required by it to be performed at or prior to the effective date hereof or at or prior to the Closing, or by reason of any default of MTT, at the effective date hereof or at the Closing, under any of the contracts, agreements, leases, documents, or other commitments to which it is a party or otherwise bound or affected; and all losses, costs, and expenses (including without limitation all fees and disbursements of counsel) relating to damages. Khan shall reimburse and/or pay in the form of up to 10,000,000 shares of JRC Common Stock on behalf of JRT and JRC and/or MTT on demand for any payment made or required to be made by JRT and JRC and/or MTT at any time after the Closing based upon the judgment of any court of competent jurisdiction or pursuant to a bona fide compromise or settlement of claims, demands or actions, in respect to the damages to which the foregoing indemnity relates. JRT and JRC shall give, or JRT and JRC shall cause MTT to give Khan written notice within 30 days after notification of any litigation threatened or instituted against MTT which might constitute the basis of a claim for indemnity by JRT and JRC and/or MTT against Khan. Notwithstanding anything contained in this Agreement to the contrary, the right to indemnification described in this paragraph shall expire one year after the Closing hereunder, except in the case of the proven fraud by the Sellers hereunder as determined by a court of competent jurisdiction in connection with any such directorclaim for indemnification, officer, participating person or controlling person and in which event such right to indemnification shall survive expire one year after the transfer discovery of such securities by such sellerfraud.

Indemnification by the Sellers. In the event Each holder of Registrable Securities which are included or are to be included in any registration of any statement filed in connection with a Demand Registration or a Piggyback Registration, as a condition to including Registrable Securities under in such registration statement, shall, to the Securities Act pursuant to Section 3.1 or 3.2full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the CompanyState Auto Financial, each director of the Companyits directors and officers, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person State Auto Financial within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, Losses to which the Company State Auto Financial or any such director, officer, employee, participating person director or officer or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company State Auto Financial through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (iisupplement; provided however, that the obligation to provide indemnification pursuant to this Section 7.6(b) any omission or alleged omission to state a fact with respect to shall be several, and not joint and several, among such seller required to be stated Indemnifying Parties on the basis of the number of Registrable Securities included in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; statement and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for aggregate amount which may be recovered from any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale holder of Registrable Securities pursuant to the indemnification provided for in this Section 7.6(b) in connection with any registration and sale of Registrable Securities shall be limited to the total proceeds received by such registration statementholder from the sale of such Registrable Securities. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company State Auto Financial or any such director, officer, participating person officer or controlling person Person and shall survive the transfer of such securities by such seller. Such holders shall also indemnify each other Person who participates (including as an underwriter) in the offering or sale of Registrable Securities, their officers and directors and each other Person, if any, who controls any such participating Person within the meaning of the Securities Act to the same extent as provided above with respect to State Auto Financial.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 1.1 or 3.22, that the Company shall have received an undertaking satisfactory to it from each of the prospective sellers of such securities, will Registrable Securities to indemnify and hold harmless harmless, severally, not jointly, in the same manner and to the same extent as set forth in Section 8.1, the Company, each director of the Companyits directors, each officer of the Company who shall sign such registration statementofficers, each other person who participates as an underwriteremployees, broker or dealer in the offering or sale of such securities agents and each other person, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained or alleged statement of a material fact in any or omission of a material fact or alleged omission of a material fact from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if or any “free writing prospectus” utilized in connection with any related offering, but only to the extent such statement or alleged statement or such omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission “free writing prospectus”. The Company and the holders of the Registrable Securities in their capacities as stockholders and/or controlling persons hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders, the only information furnished or alleged omission to state a fact with respect to such seller required to be stated furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith or any “free writing prospectus” related thereto are statements specifically relating to (a) transactions between such holder and 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 registration statementdocument, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary then such holder shall not unreasonably withhold its agreement referred to make in the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability immediately preceding sentence of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementthis Section 8.2. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person and shall survive the transfer of such securities Registrable Securities by such seller. The indemnity agreement contained in this Section 8.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayed if such settlement is solely with respect to monetary damages). The indemnity provided by each seller of Registrable Securities under this Section 8.2 shall be limited in amount to the net amount of proceeds (i.e., net of expenses, underwriting discounts and commissions) actually received by such seller from the sale of Registrable Securities pursuant to such registration statement.

Indemnification by the Sellers. In the event of any registration of The Partnership may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 1.1 or 3.22, that the Partnership shall have received an undertaking satisfactory to it from each of the prospective sellers of such securities, will Registrable Securities to indemnify and hold harmless the Companyharmless, each director of the Companyseverally and not jointly, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities same manner and to the same extent as set forth in Section 7.1, the Partnership, CVR GP, LLC and its directors, officers, employees, agents and each other person, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Partnership, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained or alleged statement of a material fact in any or omission of a material fact or alleged omission of a material fact from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if or any “free writing prospectus” utilized in connection with any related offering, but only to the extent such statement or alleged statement or such omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company Partnership by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission free writing prospectus. The Partnership and the holders of the Registrable Securities in their capacities as stockholders and/or controlling persons hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders, the only information furnished or alleged omission to state a fact with respect to such seller required to be stated furnished to the Partnership for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith or any free writing prospectus related thereto are statements specifically relating to (a) transactions between such holder and its Affiliates, on the one hand, and the Partnership, on the other hand, (b) the beneficial ownership of Partnership Securities 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 registration statementdocument, preliminary prospectusthen such holder shall not unreasonably withhold its agreement referred to in the immediately preceding sentence of this Section 7.2. Such indemnity shall remain in full force and effect, final prospectus, summary prospectus, amendment regardless of any investigation made by or supplement on behalf of the Partnership or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each any such director, officer, employee, participating officer or controlling person and controlling person for any legal or any other expenses reasonably incurred shall survive the transfer of such Registrable Securities by them such seller. The indemnity agreement contained in connection with investigating or defending this Section 7.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding, provided that proceeding if such settlement is effected without the liability consent of each such seller will (which consent shall not be unreasonably withheld or delayed if such settlement is solely with respect to monetary damages). The indemnity provided by each seller of Registrable Securities under this Section 7.2 shall be limited in proportion to and limited amount to the net amount of proceeds (i.e., net of expenses, underwriting discounts and commissions) actually received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event Each holder of Registrable Securities which are included or are to be included in any registration of any statement filed in connection with a Demand Registration or a Piggyback Registration, as a condition to including Registrable Securities under in such registration statement, shall, to the Securities Act pursuant to Section 3.1 or 3.2full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Companyits directors and officers, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, Losses to which the Company or any such director, officer, employee, participating person director or officer or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly specifically stating that it is for use in the preparation thereof; provided, however, that the obligation to provide indemnification pursuant to this Section 7(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, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; statement and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for aggregate amount which may be recovered from any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale holder of Registrable Securities pursuant to the indemnification provided for in this Section 7(b) in connection with any registration and sale of Registrable Securities shall be limited to the total proceeds received by such registration statementholder from the sale of such Registrable Securities. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person Person and shall survive the transfer of such securities by such seller. Such holders shall also indemnify each other Person who participates (including as an underwriter) in the offering or sale of Registrable Securities, their officers and directors and each other Person, if any, who controls any such participating Person within the meaning of the Securities Act to the same extent as provided above with respect to the Company.

Indemnification by the Sellers. In the event of Each Holder whose Registrable Securities are included or are to be included in any registration of any statement filed in connection with a Demand Registration or a Piggyback Registration, as a condition to including Registrable Securities under in such registration statement, shall, to the Securities Act pursuant to Section 3.1 or 3.2full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Companyits directors and officers, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, Losses to which the Company or any such director, officer, employee, participating person director or officer or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (iisupplement; PROVIDED, HOWEVER, that the obligation to provide indemnification pursuant to this SECTION 7(b) any omission or alleged omission to state a fact with respect to shall be several, and not joint and several, among such seller required to be stated Indemnifying Parties on the basis of the number of Registrable Securities of each such Indemnifying Party included in any such registration statement; PROVIDED FURTHER, preliminary prospectusHOWEVER, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for that in no event shall any legal or any other expenses reasonably incurred indemnity by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to a Holder under this SECTION 7(b) exceed the net amount proceeds from the offering received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementHolder. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person Person and shall survive the transfer of such securities by such seller. Such Holders shall also indemnify each other Person who participates (including as an underwriter) in the offering or sale of Registrable Securities, their officers and directors and each other Person, if any, who controls any such participating Person within the meaning of the Securities Act to the same extent as provided above with respect to the Company.

Indemnification by the Sellers. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 3.1 3.1, 3.2 or 3.23.4(d), each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Company, each officer of the Company who shall sign such registration statementRegistration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwiseotherwise (including, without limitation, the reasonable fees of legal counsel incurred in connection with any claim for indemnity hereunder), insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus, final prospectus or summary prospectus contained therein or related theretoincluded therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of any such registration statementRegistration Statement, Prospectus, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleadingsupplement; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementRegistration Statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, employee, participating person or controlling person and shall survive the transfer of such securities by such sellerperson.

Indemnification by the Sellers. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 3.1 1.1 or 3.2Section 1.2, each of the prospective sellers of such securities, securities will indemnify and hold harmless (severally but not jointly) the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwiseotherwise (including, but not limited to, the reasonable fees and expenses of legal counsel incurred in connection with any claim for indemnity hereunder), insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in in, or any omission or alleged omission to state a fact with respect to such seller required to be stated in, any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein or related thereto, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleadingsupplement; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, ; provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event of any registration of The Partnership may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 1.1 or 3.22, that the Partnership shall have received an undertaking satisfactory to it from each of the prospective sellers of such securities, will Registrable Securities to indemnify and hold harmless the Companyharmless, each director of the Companyseverally, each officer of the Company who shall sign such registration statementnot jointly, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities same manner and to the same extent as set forth in Section 8.1, the Partnership, the Managing General Partner, the Managing General Partners’ directors, officers, employees, agents and each other person, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Partnership, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained or alleged statement of a material fact in any or omission of a material fact or alleged omission of a material fact from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if or any “free writing prospectus” utilized in connection with any related offering, but only to the extent such statement or alleged statement or such omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company Partnership by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission free writing prospectus. The Partnership and the holders of the Registrable Securities in their capacities as stockholders and/or controlling persons hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders, the only information furnished or alleged omission to state a fact with respect to such seller required to be stated furnished to the Partnership for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith or any free writing prospectus related thereto are statements specifically relating to (a) transactions between such holder and its Affiliates, on the one hand, and the Partnership, on the other hand, (b) the beneficial ownership of Partnership Securities 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 registration statementdocument, preliminary prospectusthen such holder shall not unreasonably withhold its agreement referred to in the immediately preceding sentence of this Section 8.2. Such indemnity shall remain in full force and effect, final prospectus, summary prospectus, amendment regardless of any investigation made by or supplement on behalf of the Partnership or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each any such director, officer, employee, participating officer or controlling person and controlling person for any legal or any other expenses reasonably incurred shall survive the transfer of such Registrable Securities by them such seller. The indemnity agreement contained in connection with investigating or defending this Section 8.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding, provided that proceeding if such settlement is effected without the liability consent of each such seller will (which consent shall not be unreasonably withheld or delayed if such settlement is solely with respect to monetary damages). The indemnity provided by each seller of Registrable Securities under this Section 8.2 shall be limited in proportion to and limited amount to the net amount of proceeds (i.e., net of expenses, underwriting discounts and commissions) actually received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event of any registration of The Company may require, as ------------------------------ a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 or 3.2section 2.3, each of that the Company shall have received an undertaking reasonably satisfactory to it from the prospective sellers seller of such securitiesRegistrable Securities, will to indemnify severally and hold harmless (in the same manner and to the same extent as set forth in subsection (a) of this section 2.6) the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, 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 through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to supplement. Any such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person and shall survive the transfer of such securities by such seller. The indemnity agreement provided for in this section 2.6(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld). The parties hereto hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by holders of Registrable Securities to the contrary, for all purposes of this Agreement the only information furnished or to be furnished to the Company for use in any registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto are statements specifically relating to (i) the beneficial ownership of shares of Common Stock by such holders and its Affiliates, (ii) the name and address of such holder and (iii) the method or methods of distribution of such holders. The indemnity provided for under this section 2.6(b) shall be limited in amount to the net amount of proceeds actually received by such seller from the sale of Registrable Securities pursuant to such registration statement.

Indemnification by the Sellers. In the event Each Owner of Registrable Securities which are included or are to be included in any registration of any statement filed in connection with the Requested Registration, as a condition to including Registrable Securities under in such registration statement, shall, to the Securities Act pursuant to Section 3.1 or 3.2full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Companyits directors, each officer of the Company who shall sign such registration statementofficers, each other person who participates as an underwriteremployees, broker or dealer in the offering or sale of such securities agents and each other personPerson, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, Losses to which the Company or any such director, officer, employee, participating person agent or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use or seller's agent, and used in the preparation of such registration statement, any preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission supplement; provided, however, that the obligation to state a fact with respect provide indemnification pursuant to this Section 4.2 shall be several, and not joint and several, among such seller required to be stated indemnifying parties on the basis of the number of Registrable Securities included in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; statement and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for aggregate amount which may be recovered from any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale Owner of Registrable Securities pursuant to the indemnification provided for in this Section 4.2 in connection with any registration and sale of Registrable Securities shall be limited to the total proceeds received by such registration statementOwner from the sale of such Registrable Securities. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person employee, agent or controlling person Person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to this Section 3.1 or 3.22, each of that the Company shall have received an undertaking satisfactory to it from the prospective sellers seller of such securitiesRegistrable Securities, will to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 2(f)(i)) the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, or any application, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information prepared and furnished to the Company by such seller expressly seller, as to such seller, specifically for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement supplement, or (ii) such application, which information contained any omission untrue statement of any material fact or alleged omission omitted to state therein a material fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement therein or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person Person and shall survive the transfer of such securities by such seller. The indemnity provided by each seller of securities under this Section 2(f)(ii) shall be provided severally, and not jointly or jointly and severally with any other seller or prospective seller of securities, and shall be limited in amount to the net amount of proceeds received by such seller from the sale of Registrable Securities pursuant to such registration statement.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 1.1 or 3.2, Section 2 that the Company shall have received an undertaking satisfactory to it from each of the prospective sellers of such securities, will Registrable Securities to indemnify and hold harmless harmless, severally, not jointly, in the same manner and to the same extent as set forth in Section 7.1, the Company, each director of the Companyits directors, each officer of the Company who shall sign such registration statementofficers, each other person who participates as an underwriteremployees, broker or dealer in the offering or sale of such securities agents and each other person, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, 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 such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. The Company and the holders of the Registrable Securities in their capacities as shareholders and/or controlling persons (but not in their capacities as managers 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 any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (iia) transactions between such holder and 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 omission additional information about such holder or alleged omission to state a fact with respect to such seller the plan of distribution (other than for an underwritten offering) is required by law to be stated disclosed in any such registration statementdocument, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary then such holder shall not unreasonably withhold its agreement referred to make in the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability immediately preceding sentence of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. this Section 7.2 Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person and shall survive the transfer of such securities Registrable Securities by such seller. The indemnity agreement contained in this Section 7.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayed). The indemnity provided by each seller of Registrable Securities under this Section 7.2 shall be limited in amount to the net amount of proceeds actually received by such seller from the sale of Registrable Securities pursuant to such registration statement.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 or 3.23.3, each of that the Company shall have received an undertaking satisfactory to it from the prospective sellers seller of such securities, will to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 3.6) each underwriter, each Person who controls such underwriter within the meaning of the Securities Act, the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement supplement; Provided that such prospective seller shall not be liable to any Person who participates as an underwriter in the offering or (ii) sale of Registrable Securities or any omission or alleged omission to state a fact with respect to other Person, if any, who controls such seller required to be stated underwriter within the meaning of the Securities Act, in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary case to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending extent that any such loss, claim, liabilitydamage, liability (or action or proceedingproceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, provided that as the liability of each such seller will same may be in proportion to and limited then supplemented or amended, to the net amount received by such seller (after deducting any underwriting discount and expenses) from Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities pursuant to such registration statementPerson if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer, participating person officer or controlling person Person and shall survive the transfer of such securities by such seller. In no event shall the liability of any selling holder of Registrable Securities under this Section 3.6(b) be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a ------------------------------ condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 or 3.2section 2.3, each of that the Company shall have received an undertaking reasonably satisfactory to it from the prospective sellers seller of such securitiesRegistrable Securities, will to indemnify severally, not jointly and severally, and hold harmless (in the same manner and to the same extent as set forth in subsection (a) of this section 2.6) the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, 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 the prospective seller of the Registrable Securities through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to supplement. Any such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person and shall survive the transfer of such securities by such seller. The indemnity agreement provided for in this section 2.6(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld). The parties hereto hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by holders of Registrable Securities to the contrary, for all purposes of this Agreement the only information furnished or to be furnished to the Company for use in any registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto are statements specifically relating to (i) the beneficial ownership of shares of Common Stock by such holders and its Affiliates, (ii) the name and address of such holder and (iii) the method or methods of distribution of such holders. The indemnity provided for under this section 2.6(b) shall be limited in amount to the net amount of proceeds actually received by such seller from the sale of Registrable Securities pursuant to such registration statement.

Indemnification by the Sellers. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 3.1 or 3.2, each of the prospective sellers of such securities, securities will indemnify and hold harmless the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwiseotherwise (including, without limitation, the reasonable fees and expenses of legal counsel incurred in connection with any claim for indemnity hereunder), insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in in, or any omission or alleged omission to state a fact with respect to such seller required to be stated in, any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein or related thereto, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleadingsupplement; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event of any registration of As a condition to including any Registrable Securities under the Securities Act pursuant to Section 3.1 or 3.2in any registration statement, each of the prospective sellers of such securities, will seller shall agree to indemnify and hold harmless severally and not jointly (in the Companysame manner and to the same extent as set forth in Section 2.4(a)) Buyer, and each director director, 63 69 officer, employee and shareholder of the Company, each officer of the Company who shall sign such registration statement, Buyer and each other person Person, if any, who participates or may be considered as an underwriter, broker or dealer underwriter in the offering or sale of such securities and each other person, if any, Person who controls the Company or any such participating person Buyer within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, ("Buyer Indemnified Parties") with respect to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in or any omission or alleged omission to state therein a material fact in any such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company Buyer through an instrument duly executed by or on behalf of such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement (provided that the liability of such indemnifying party under this clause (i) shall be limited to the amount of net proceeds received by such indemnifying party in the offering giving rise to such liability), or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in sale of any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received Registrable Securities by such seller under the circumstances described in clause (after deducting any underwriting discount and expensesii) from of the sale of Registrable Securities pursuant proviso to such registration statementSection 2.4(a). Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person Buyer Indemnified Parties and shall survive the transfer of such securities by such seller.. (c)

Indemnification by the Sellers. In the event Each holder of Registrable Securities which are included or are to be included in any registration of any statement filed in connection with a Demand Registration or a Piggyback Registration, as a condition to including Registrable Securities under in such registration statement, shall, to the Securities Act pursuant to Section 3.1 or 3.2full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the CompanyState Auto Financial, each director of the Companyits directors and officers, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person State Auto Financial within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, Losses to which the Company State Auto Financial or any such director, officer, employee, participating person director or officer or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company State Auto Financial through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (iisupplement; PROVIDED, HOWEVER, that the obligation to provide indemnification pursuant to this Section 7.06(b) any omission or alleged omission to state a fact with respect to shall be several, and not joint and several, among such seller required to be stated Indemnifying Parties on the basis of the number of Registrable Securities included in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; statement and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for aggregate amount which may be recovered from any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale holder of Registrable Securities pursuant to the indemnification provided for in this Section 7.06(b) in connection with any registration and sale of Registrable Securities shall be limited to the total proceeds received by such registration statementholder from the sale of such Registrable Securities. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company State Auto Financial or any such director, officer, participating person officer or controlling person Person and shall survive the transfer of such securities by such seller. Such holders shall also indemnify each other Person who participates (including as an underwriter) in the offering or sale of Registrable Securities, their officers and directors and each other Person, if any, who controls any such participating Person within the meaning of the Securities Act to the same extent as provided above with respect to State Auto Financial.

Indemnification by the Sellers. In the event of any registration ------------------------------ of any Registrable Securities under the Securities Act pursuant to Section 3.1 or 3.2, each of the prospective sellers of such securities, securities will indemnify and hold harmless the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriterunder- writer, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwiseotherwise (including, without limitation, the reasonable fees and expenses of legal counsel incurred in connection with any claim for indemnity hereunder), insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in in, or any omission or alleged omission to state a fact with respect to such seller required to be stated in, any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein or related thereto, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleadingsupplement; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in -------- proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event of any registration of The Company may require, ------------------------------ as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 1 or 3.22, that the Company shall have received an undertaking satisfactory to it from each of the prospective sellers of such securities, will Registrable Securities to indemnify and hold harmless harmless, severally, not jointly, in the same manner and to the same extent as set forth in Section 8.1, the Company, each director of the Companyits directors, officers, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, against each underwriter and any and all losses, claims, damages or liabilities, joint or several, of the other sellers of securities in such offering with respect to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, 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 such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementsupplement. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such directorother indemnified Person, officer, participating person officer or controlling person Person and shall survive the transfer of such securities Registrable Securities by such seller. The indemnity agreement contained in this Section 8.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld). The indemnity provided by each seller of Registrable Securities under this Section 8.2 shall be limited in amount to the net amount of proceeds actually received by such seller from the sale of Registrable Securities pursuant to such registration statement.

Indemnification by the Sellers. In the event Each holder of Registrable Securities which are included or are to be included in any registration of any statement filed in connection with a Requested Registration or a Piggyback Registration, as a condition to including Registrable Securities under in such registration statement, shall, to the Securities Act pursuant to Section 3.1 or 3.2full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the CompanyTengtu, each director of the Companyits directors, each officer of the Company who shall sign such registration statementofficers, each other person who participates as an underwriteremployees, broker or dealer in the offering or sale of such securities agents and each other personPerson, if any, who controls the Company or any such participating person Tengtu within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, Losses to which the Company Tengtu or any such director, officer, employee, participating person agent or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company Tengtu through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (iisupplement; PROVIDED, HOWEVER, that the obligation to provide indemnification pursuant to this SECTION 6(B) any omission or alleged omission to state a fact with respect to shall be several, and not joint and several, among such seller required to be stated indemnifying Parties on the basis of the number of Registrable Securities included in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; statement and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for aggregate amount which may be recovered from any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale holder of Registrable Securities pursuant to the indemnification provided for in this SECTION 6(B) in connection with any registration and sale of Registrable Securities shall be limited to the total proceeds received by such registration statementholder from the sale of such Registrable Securities. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company Tengtu or any such director, officer, participating person employee, agent or controlling person Person and shall survive the transfer of such securities by such seller. Such holders shall also indemnify each other Person who participates (including as an underwriter) in the offering or sale of Registrable Securities, their partners, officers, directors, employees, agents and each other Person, if any, who controls any such participating Person within the meaning of the Securities Act to the same extent as provided above with respect to Tengtu.

Indemnification by the Sellers. In the event of Each Beneficiary holding Registrable Shares which are included or are to be included in any Shelf Registration Statement or any registration of any statement filed in connection with a Piggyback Registration, as a condition to including Registrable Securities under Shares in such registration statement, shall, to the Securities Act pursuant to Section 3.1 or 3.2full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Companyits directors and officers, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, Losses to which the Company or any such director, officer, employee, participating person director or officer or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings proceedings, whether commenced or threatened, or settlement of any litigation, in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information prepared and furnished to the Company by or on behalf of such seller Beneficiary expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleadinguse; and the seller such Beneficiary will reimburse the Company and each such director, officer, employee, participating person officer and controlling person Person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such lossLosses; PROVIDED, claimHOWEVER, liability, action or proceeding, provided that the liability of each such seller obligation to indemnify will be in proportion individual (and not joint and several) to each Beneficiary and will be limited to the net amount of proceeds received by such seller (after deducting any underwriting discount and expenses) holder from the sale of Registrable Securities Shares pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such directorother person asserting the right to be indemnified, officer, participating person or controlling person and shall survive the transfer of such securities Registrable Shares by such sellerBeneficiary. Each Beneficiary shall also indemnify each other Person who participates (including as an underwriter) in the offering or sale of Registrable Shares, their officers and directors, employees, agents and partners, and each other Person, if any, who controls any such participating Person within the meaning of the Securities Act to the same extent as provided above with respect to the Company.

Indemnification by the Sellers. In the event Each holder of any registration of any Registrable Securities under which are included or are to be included in any Registration Statement filed in connection with a Demand Registration, as a condition to including Registrable Securities in such Registration Statement, shall, to the Securities Act pursuant to Section 3.1 or 3.2full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Companyits directors and officers, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, Losses to which the Company or any such director, officer, employee, participating person director or officer or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) EXHIBIT 4.3 arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any registration statement under which such securities were registered under the Securities ActRegistration Statement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company or its legal counsel by or on behalf of such seller expressly for use in the preparation of such registration statementRegistration Statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (iisupplement; provided, however, that the obligation to provide indemnification pursuant to this Section 8(b) any omission or alleged omission to state a fact with respect to shall be several, and not joint and several, among such seller required to be stated Indemnifying Parties on the basis of the number of Registrable Securities included in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; Registration Statement and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for aggregate amount which may be recovered from any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale holder of Registrable Securities pursuant to the indemnification provided for in this Section 8(b) in connection with any registration and sale of Registrable Securities shall be limited to the total proceeds received by such registration statementholder from the sale of such Registrable Securities. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person Person and shall survive the transfer of such securities by such seller. Such holders shall also indemnify each other Person who participates (including as an underwriter) in the offering or sale of Registrable Securities, their officers and directors and each other Person, if any, who controls any such participating Person within the meaning of the Securities Act to the same extent as provided above with respect to the Company.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 or 3.22.3, each of that the Company shall have received an undertaking satisfactory to it from the prospective sellers seller of such securities, will to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act, the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement supplement; provided that such prospective seller shall not be liable to any person who participates as an underwriter in the offering or (ii) sale of Registrable Securities or any omission or alleged omission to state a fact with respect to other person, if any, who controls such seller required to be stated underwriter within the meaning of the Securities Act, in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary case to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending extent that any such loss, claim, liabilitydamage, liability (or action or proceedingproceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, provided that as the liability of each such seller will same may be in proportion to and limited then supplemented or amended, to the net amount received by such seller (after deducting any underwriting discount and expenses) from person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities pursuant to such registration statementperson if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer, participating person officer or controlling person and shall survive the transfer of such securities by such seller. In no event shall the liability of any selling holder of Registrable Securities under this Section 2.6(b) be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by the Sellers. In the event of connection with any registration of any Registrable Securities under statement filed by the Securities Act Company pursuant to Section 3.1 or 3.22 hereof in which a Holder has registered for sale Registrable Securities, each such Holder or seller of the prospective sellers of such securitiesRegistrable Securities, will severally and not jointly, shall, and hereby agrees to, indemnify and hold harmless the CompanyCompany and each of its directors, each director of the Companyofficers, each officer of the Company who shall sign such registration statementemployees and agents, each other person Person who participates as an underwriter, broker or dealer underwriter in the offering or sale of such securities and securities, each other personPerson, if any, who controls the Company or Company, any such participating person underwriter and each other seller (within the meaning of Section 15 of the Securities Act Act) and such underwriter's or other seller's directors, officers, stockholders, partners, employees, agents and affiliates (each a "Holder Indemnitee" for purposes of this Section 20 of the Exchange Act7(b)), against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, Losses insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) Losses arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement under which such securities were registered under the Securities Act, Offering Documents or any preliminary prospectus, final prospectus omission or summary prospectus contained alleged omission to state therein a material fact required to be stated therein or related thereto, or any amendment or supplement theretonecessary to make the statements therein in the light of circumstances in which they were made not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder or seller of Registrable Securities specifically stating that it is expressly for use in the preparation of such registration statementtherein; provided, preliminary prospectushowever, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that -------- ------- the liability of each such seller will indemnifying party under this Section 7(b) shall be in proportion to and limited to the amount of the net amount proceeds received by such seller (after deducting any underwriting discount and expenses) from indemnifying party in the sale of Registrable Securities pursuant offering giving rise to such registration statementliability. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person Holder Indemnitee and shall survive the transfer of such securities by such sellerHolder.

Indemnification by the Sellers. In If the event of any registration of any Registrable Securities under Closing occurs, and subject to the Securities Act pursuant to limitations expressly set forth in Section 3.1 or 3.28.4 and Section 8.5, each of the prospective sellers of such securities, Sellers will jointly and severally indemnify and hold harmless the CompanyPurchaser and its directors, each director of officers, employees, agents, representatives, stockholders and Affiliates (collectively, the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities "Purchaser Indemnified Parties") from and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein or related thereto, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact other than Losses with respect to such seller required Taxes, for which the provisions of Section 9.1(a) will govern) incurred by the Purchaser Indemnified Parties arising or resulting from (a) the failure of any of the representations or warranties made by the Sellers in this Agreement or in any Ancillary Agreements or other agreements delivered in connection herewith or therewith to be stated true and correct in all respects at and as of the date hereof and at and as of the Closing Date (other than breaches of the representations and warranties set forth in Section 3.27, for which the provisions of Section 8.1(d) will govern); (b) the breach of any covenant or other agreement on the part of the Sellers under this Agreement or any Ancillary Agreements or other agreements delivered in connection herewith or therewith; (c) the indemnification obligations set forth in Section 10.7 of this Agreement; (d) the Acquired Companies' failure to comply, at any time prior to the Closing, with the testing and reporting requirements of the Defense Logistics Agency and Defense Supply Center Columbus, whether applicable directly or indirectly, including, without limitation, the requirements necessary for any Acquired Company to be listed on the DoD List for the Mil Spec Products and the requirements applicable to those other Products of the Acquired Companies that are or have been on the DoD List (in which case, for the avoidance of doubt, Losses will include, without limitation, all costs associated with any and all criminal fines, applicable penalties and product recall expenses arising out of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary failure to make the statements therein not misleadingcomply); and (e) to the seller will reimburse extent not already reduced from the Company and each such directorPurchase Price pursuant to the terms of Article 2, officerany fees, employeecommissions, participating person and controlling person or like payments by any Person having acted or claiming to have acted, directly or indirectly, as a broker, finder or financial advisor for any legal or any other expenses reasonably incurred by them the Acquired Companies in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received transactions contemplated by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such sellerthis Agreement.

Indemnification by the Sellers. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 3.1 or 3.2, each of the prospective sellers of such securities, will The Sellers shall indemnify and hold harmless the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities Purchaser and each other person, if any, who controls the Company or any such participating person Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct and each of their respective directors, officer, employees, trustees and agents (collectively, the "Purchaser Indemnified Parties") against any and all losses, claims, damages or liabilities, joint or several, liabilities to which the Company or any such director, officer, employee, participating person or controlling person Purchaser Indemnified Parties may become subject subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any registration statement under which such securities were registered under the Securities Act, any preliminary prospectuspreliminary, final prospectus or summary prospectus Prospectus contained therein or related theretofurnished by Purchaser to the Sellers, or any amendment or supplement thereto, if such statement or omission was made in reliance arise out of or are based upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state therein a material fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement therein or necessary to make the statements therein not misleading; , in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to Purchaser by the Sellers expressly for use therein, and the seller will Sellers shall, and hereby agree to, reimburse the Company and each such director, officer, employee, participating person and controlling person Purchaser Indemnified Parties for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceedingclaim as such expenses are incurred; provided, provided however, that the liability indemnity obligation of each such seller will Seller hereunder shall be in proportion limited to and limited to shall not exceed the net amount proceeds actually received by such seller (after deducting any underwriting discount and expenses) from the Seller upon a sale of Registrable Securities pursuant to such a registration statement. Such statement hereunder; and provided, further, that the indemnity agreement contained in this Section 7(b) shall remain not apply to amounts paid in full force and effect regardless settlement of any investigation made by such losses, claims, damages or on behalf liabilities if such settlement is effected without the consent of the Company or any such director, officer, participating person or controlling person and Sellers (which consent shall survive the transfer of such securities by such sellernot be unreasonably withheld).

Indemnification by the Sellers. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 or 3.2, 1 that the Company shall have received an undertaking satisfactory to it from each of the prospective sellers of such securities, will Registrable Securities to indemnify and hold harmless harmless, severally, not jointly, in the same manner and to the same extent as set forth in Section 7.1, the Company, each director of the Companyits directors and officers, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities any underwriter and each other person, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against ) the foregoing Persons with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, 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 such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementsupplement. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person any underwriter or controlling person Person and shall survive the transfer of such securities Registrable Securities by such seller.. The indemnity agreement contained in this Section 7.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld). The Company and the holders of Registrable Securities hereby acknowledge and agree that for all purposes of this Agreement the only information furnished or to be furnished to the Company for use in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement are statements specifically relating to (a) transactions between such holder and 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. The indemnity provided by each seller of Registrable Securities under this Section 7.2 shall be limited in

Indemnification by the Sellers. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 or 3.2section 2.3, each of that the Company shall have received an undertaking reasonably satisfactory to it from the prospective sellers seller of such securitiesRegistrable Securities, will to indemnify severally and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this section 2.7) the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, 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 through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to supplement. Any such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person and shall survive the transfer of such securities by such seller. The indemnity agreement contained in the section 2.7(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld). The parties hereto hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by holders of Registrable Securities to the contrary, for all purposes of this Agreement the only information furnished or to be furnished to the Company for use in any registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto are statements specifically relating to (i) transactions between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (ii) the beneficial ownership of shares of Common Stock by such holders and its Affiliates and (iii) 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. The indemnity provided under this section 2.7(b) shall be limited in amount to the net amount of proceeds actually received by such seller from the sale of Registrable Securities pursuant to such registration statement.

Indemnification by the Sellers. In the event of any registration Each seller of any Registrable Securities under and each other Person who controls such seller, within the meaning of the Securities Act pursuant to Section 3.1 or 3.2shall, each of the prospective sellers of such securitiesand hereby does, will indemnify and hold harmless the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer (in the offering or sale same manner and to the same extent as set forth in Section 1.4(a)) Gateway, and each director, officer, employee and stockholder of such securities Gateway and each other person, if any, Person who controls the Company or any such participating person Gateway within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, with respect to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in or any registration statement under which omission or alleged omission to state therein a material fact in any such securities were registered under the Securities ActRegistration Statement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, but only if and to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company Gateway by or on behalf of such seller expressly specifically for use in the preparation of such registration statementRegistration Statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided, however, that (i) the liability of such indemnifying party under this Section 1.4(b) shall be limited to the amount of net proceeds received by such indemnifying party in the offering giving rise to such liability, and (ii) such indemnifying party shall not be liable under this Section 1.4(b) for any loss, claim, damage, liability, action or proceeding arising from, in connection with or relating to such an untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact if such party provided Gateway with information for inclusion in such Registration Statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement that would have cured such untrue statement or (ii) any alleged untrue statement of a material fact or omission or alleged omission to state a fact with respect to material fact, and Gateway did not timely include such seller required to be stated information in any such registration statementRegistration Statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementsupplement. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company Gateway or any such director, officer, participating person employee, stockholder or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event Each holder of Registrable Securities which are included or are to be included in any registration of any statement filed in connection with the Registration, as a condition to including Registrable Securities under in such registration statement, shall, to the Securities Act pursuant to Section 3.1 or 3.2full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Companyits directors and officers, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, Losses to which the Company or any such director, officer, employee, participating person director or officer or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (iisupplement; provided, however, that the obligation to provide indemnification pursuant to this Section 3(b) any omission or alleged omission to state a fact with respect to shall be several, and not joint and several, among such seller required to be stated Indemnifying Parties on the basis of the number of Registrable Securities included in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; statement and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for aggregate amount which may be recovered from any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale holder of Registrable Securities pursuant to the indemnification provided for in this Section 3(b) in connection with any registration and sale of Registrable Securities shall be limited to the total proceeds received by such registration statementholder from the sale of such Registrable Securities. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person Person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 1.2 or 3.2, 2 that the Company shall have received an undertaking satisfactory to it from each of the prospective sellers of such securities, will Registrable Securities to indemnify and hold harmless harmless, severally and ratably, not jointly, in the same manner and to the same extent as set forth in Section 9.1, the Company, each director of the Companyits directors, each officer of the Company who shall sign such registration statementofficers, each other person who participates as an underwriteremployees, broker or dealer in the offering or sale of such securities agents and each other person, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which ) the Company or with respect to any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, 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 such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. (The Company and the holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders, the only information furnished or to be furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities or the holder thereof or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (iiA) transactions between such holder and 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, (C) the name and address of such holder and (D) any omission other information relating to the Registrable Securities or alleged omission to state a fact with respect to such seller the holder thereof required to be stated furnished in a registration statement by applicable law. 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 registration statementdocument, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary then such holder shall not unreasonably withhold its agreement referred to make in the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability immediately preceding sentence of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementthis Section 9.2). Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person Person and shall survive the transfer of such securities Registrable Securities by such seller. The indemnity agreement contained in this Section 9.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayed). The indemnity provided by each seller of Registrable Securities under this Section 9.2 shall be limited in amount to the net amount of proceeds actually received by such seller from the sale of Registrable Securities pursuant to such registration statement.

Indemnification by the Sellers. In the event of any registration of any Registrable Securities under the Securities Act pursuant The Sellers agree to Section 3.1 or 3.2, each of the prospective sellers of such securities, will indemnify and ------------------------------ hold harmless the CompanyJRT and/or MTT against and in respect to all damages (as hereinafter defined) in excess of $500.00. Damages, each director of the Companyas used herein shall include any claim, each officer of the Company who shall sign such registration statementsalary, each other person who participates as an underwriterwage, broker or dealer in the offering or sale of such securities and each other personaction, if anytax, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Actdemand, against any and all lossesloss, claimscost, damages or liabilitiesexpense, liability (joint or several), to which the Company or any such directorpenalty, officerand other damage, employeeincluding, participating person or controlling person may become subject under the Securities Act or otherwisewithout limitation, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein or related thereto, or any amendment or supplement thereto, if such statement or omission was made in reliance upon counsel fees and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; other costs and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action attempting to avoid same or proceeding, provided that the liability of each such seller will be in proportion to and limited opposition to the net amount received by such seller (after deducting imposition thereof, or in enforcing this indemnity, resulting to JRT and/or MTT from any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation inaccurate representation made by or on behalf of the Company Sellers in or pursuant to this Agreement, breach of any of the warranties made by or on behalf of the Sellers in or pursuant to this Agreement, or breach or default in the performance by the Sellers of any of the obligations to be performed by them hereunder. Hereunder, JRT shall determine whether JRT, MTT or both JRT and MTT are entitled to be indemnified and such determination shall be binding on the Sellers. Notwithstanding the scope of the Sellers' representations and warranties herein, or of any individual representation or warranty, or any disclosure to JRT herein or pursuant hereto, or the definition of damages contained in the preceding sentence, or JRT's knowledge of any fact or facts at or prior to the Closing, damages shall also include: all debts, liabilities, and obligations of any nature whatsoever (whether absolute, accrued, contingent, or otherwise, and whether due or to become due) of MTT, as of the date hereof not reflected in the Financial Statement or any other exhibit furnished hereunder, whether known or unknown by the Sellers; all claims, actions, demands, losses, costs, expenses, and liabilities resulting from any litigation from causes of action arising prior to the Closing hereunder involving MTT or any owners thereof other than the Sellers, whether or not disclosed to JRT; all claims, actions, demands, losses, costs, expenses, liabilities and penalties resulting from (i) MTT's infringement or claimed infringement upon or acting adversely to the rights or claimed rights of any person under or in respect to any copyrights, trademarks, trademark rights, patents, patent rights or patent licenses; or (ii) any claim or pending or threatened action with respect to the matters described in clause (i); all claims, actions, demands, losses, costs, expenses, liabilities or penalties resulting from MTT's failure in any respect to perform any obligation required by it to be performed at or prior to the effective date hereof or at or prior to the Closing, or by reason of any default of MTT, at the effective date hereof or at the Closing, under any of the contracts, agreements, leases, documents, or other commitments to which it is a party or otherwise bound or affected; and all losses, costs, and expenses (including without limitation all fees and disbursements of counsel) relating to damages. Khan shall reimburse and/or pay in the form of up to 10,000,000 shares of JRT Common Stock on behalf of JRT and/or MTT on demand for any payment made or required to be made by JRT and/or MTT at any time after the Closing based upon the judgment of any court of competent jurisdiction or pursuant to a bona fide compromise or settlement of claims, demands or actions, in respect to the damages to which the foregoing indemnity relates. JRT shall give, or JRT shall cause MTT to give Khan written notice within 30 days after notification of any litigation threatened or instituted against MTT which might constitute the basis of a claim for indemnity by JRT and/or MTT against Khan. Notwithstanding anything contained in this Agreement to the contrary, the right to indemnification described in this paragraph shall expire one year after the Closing hereunder, except in the case of the proven fraud by the Sellers hereunder as determined by a court of competent jurisdiction in connection with any such directorclaim for indemnification, officer, participating person or controlling person and in which event such right to indemnification shall survive expire one year after the transfer discovery of such securities by such sellerfraud.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 or 3.21, that the Company shall have received an undertaking satisfactory to it from each of the prospective sellers of such securities, will Registrable Securities to indemnify and hold harmless harmless, severally, not jointly, in the same manner and to the same extent as set forth in Section 6.1, the Company, each director of the Companyits directors, each officer of the Company who shall sign such registration statementofficers, each other person who participates as an underwriteremployees, broker or dealer in the offering or sale of such securities agents and each other person, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained or alleged statement of a material fact in any or omission of a material fact or alleged omission of a material fact from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if or any “free writing prospectus” utilized in connection with any related offering, but only to the extent such statement or alleged statement or such omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission “free writing prospectus”. The Company and the holders of the Registrable Securities in their capacities as stockholders and/or controlling persons hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders, the only information furnished or alleged omission to state a fact with respect to such seller required to be stated furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith or any “free writing prospectus” related thereto are statements specifically relating to (a) transactions between such holder and 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 registration statementdocument, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary then such holder shall not unreasonably withhold its agreement referred to make in the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability immediately preceding sentence of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementthis Section 6.2. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person and shall survive the transfer of such securities Registrable Securities by such seller.. The indemnity agreement contained in this Section 6.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayed if such settlement is solely with respect to monetary damages). The indemnity provided by each seller of Registrable Securities under this Section

Indemnification by the Sellers. In the event Each holder of any registration of any Registrable Securities under that are registered by the Securities Act Company pursuant to Section 3.1 Article 2 or 3.23 will, each of the prospective sellers of such securitiesjointly and severally, will indemnify and hold harmless the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or liabilities, joint or several, to which the Company Company, or any such director, officer, employee, participating person officer or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement under which such securities Registered Securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, or omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company by or on behalf of such seller expressly for use in the preparation of connection with such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person specifically for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementuse therein. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person Person and shall survive the transfer of such securities by such sellerholder. In no event shall any indemnity by a holder of Registrable Securities exceed the aggregate price to the public (minus underwriter commissions and discounts) of the Registrable Securities of such holder included in such registration.

Indemnification by the Sellers. In the event Each Owner of Registrable Securities which are included or are to be included in any registration of any statement filed in connection with the Requested Registration, as a condition to including Registrable Securities under in such registration statement, shall, to the Securities Act pursuant to Section 3.1 or 3.2full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Companyits directors, each officer of the Company who shall sign such registration statementofficers, each other person who participates as an underwriteremployees, broker or dealer in the offering or sale of such securities agents and each other personPerson, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, Losses to which the Company or any such director, officer, employee, participating person agent or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statementor seller's agent, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission supplement; provided, however, that the obligation to state a fact with respect provide indemnification pursuant to this Section 3.2 shall be several, and not joint and several, among such seller required to be stated indemnifying parties on the basis of the number of Registrable Securities included in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; statement and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for aggregate amount which may be recovered from any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale Owner of Registrable Securities pursuant to the indemnification provided for in this Section 3.2 in connection with any registration and sale of Registrable Securities shall be limited to the total proceeds received by such registration statementOwner from the sale of such Registrable Securities. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person employee, agent or controlling person Person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 or 3.2, 1 that the Company shall have received an undertaking satisfactory to it from each of the prospective sellers of such securities, will Registrable Securities to indemnify and hold harmless harmless, severally, not jointly, in the same manner and to the same extent as set forth in Section 7.1, the Company, each director of the Companyits directors and officers, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities any underwriter and each other person, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against ) the foregoing Persons with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, 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 such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementsupplement. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person any underwriter or controlling person Person and shall survive the transfer of such securities Registrable Securities by such seller. The indemnity agreement contained in this Section 7.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld). The Company and the holders of Registrable Securities hereby acknowledge and agree that for all purposes of this Agreement the only information furnished or to be furnished to the Company for use in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement are statements specifically relating to (a) transactions between such holder and 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. The indemnity provided by each seller of Registrable Securities under this Section 7.2 shall be limited in amount to the net amount of proceeds actually received by such seller from the sale of Registrable Securities pursuant to such registration statement.

Indemnification by the Sellers. In consideration of the event of any registration of Company’s including any Registrable Securities under the Securities Act pursuant to in any Registration Statement filed in accordance with Section 3.1 2 or 3.23, each of the prospective sellers selling Holder (each, a “Holder Indemnitor”) of such securities, will Registrable Securities and any underwriter shall be deemed to have agreed severally to indemnify and hold harmless (in the Company, each director of same manner and to the Company, each officer of same extent as set forth in Section 6(A)) the Company who shall sign such registration statementand its directors, each other person who participates as an underwriterofficers, broker or dealer in the offering or sale of such securities employees, managers, attorneys, investment advisors and agents and each other person, if any, who controls person controlling the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act(each, a “Company Indemnitee”) against any and all losses, claims, damages or liabilities, joint or several, and expenses (including any amounts paid in any settlement effected with such Holder Indemnitor’s consent, which consent shall not be unreasonably withheld) to which the Company or any such director, officer, employee, participating person or controlling person Indemnitees may become subject under the Securities Act Act, common law or ‘otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise solely out of or are based solely upon (i) any untrue statement or alleged untrue statement of a fact contained in any registration statement under which or omission or alleged omission from such securities were registered under the Securities ActRegistration Statement, any preliminary prospectuspreliminary, final prospectus or summary prospectus Prospectus contained therein or related theretotherein, or any amendment or supplement theretosupplement, 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 or its representatives by or on behalf of such seller expressly selling Holder or underwriter specifically for use in the preparation of such registration statementRegistration Statement, preliminary prospectuspreliminary, final prospectus, or summary prospectus, Prospectus or amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementsupplement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such directorof its directors, officer, participating person officers or controlling person and Persons; provided that each Holder Indemnitor’s liability under this Section 6(B) shall survive be limited to an amount equal to the transfer of such securities net proceeds (after deducting the underwriting discount) received by such sellerHolder Indemnitor from the sale of Registrable Securities in any offering. The Company may require as a condition to its including Registrable Securities in any Registration Statement filed hereunder that the holder thereof acknowledge its agreement to be bound by the provisions of this Agreement (including Section 6) applicable to it.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under in any registration statement, that the Securities Act pursuant Company shall have received an undertaking satisfactory to Section 3.1 or 3.2, each of it from the prospective sellers seller of such securities, will to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 2.5.1 hereof) the Company, each director of the CompanyCompany (or each person performing a similar function), each officer of the Company who shall sign such registration statement, (or each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities performing a similar function) and each other personPerson, if any, who controls the Company or any such participating person within the meaning of Section 15 the Securities Act, each Person who participates as an underwriter in the offering or sale of such Registrable Securities and each other Person, if any, who controls such underwriter within the meaning of the Securities Act or Section 20 of the Exchange Act, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus prospectus, summary prospectus, notification or summary prospectus offering circular contained therein or related theretotherein, or any amendment or supplement thereto, if and to the extent 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 in writing by such seller holder expressly for use therein; provided, however, that with respect to any untrue statement or omission or alleged untrue statement or omission made in the preparation of such registration statement, any preliminary prospectus, final prospectusno such undertaking shall apply to the extent that any loss, summary prospectusclaim, amendment damage, liability or supplement expense results from the fact that a current copy of the prospectus was not sent or (ii) any omission or alleged omission given to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending Person asserting any such loss, claim, liabilitydamage, action liability or proceedingexpense at or prior to the written confirmation of the sale of the Registrable Securities concerned to such Person if it is determined that it was the responsibility of the Company to provide such Person with such current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such loss, provided claim, damage, liability or expense; and provided, further, that the liability maximum obligation of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to any such registration statementundertaking shall be limited to an amount equal to the aggregate sales price of the Registrable Securities of such seller sold pursuant thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 or 3.21, that the Company shall have received an undertaking satisfactory to it from each of the prospective sellers of such securities, will Registrable Securities to indemnify and hold harmless harmless, severally, not jointly, in the same manner and to the same extent as set forth in Section 6.1, the Company, each director of the Companyits directors, each officer of the Company who shall sign such registration statementofficers, each other person who participates as an underwriteremployees, broker or dealer in the offering or sale of such securities agents and each other person, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained or alleged statement of a material fact in any or omission of a material fact or alleged omission of a material fact from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if or any “free writing prospectus” utilized in connection with any related offering, but only to the extent such statement or alleged statement or such omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission “free writing prospectus”. The Company and the holders of the Registrable Securities in their capacities as stockholders and/or controlling persons hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders, the only information furnished or alleged omission to state a fact with respect to such seller required to be stated furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith or any “free writing prospectus” related thereto are statements specifically relating to (a) transactions between such holder and 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 registration statementdocument, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary then such holder shall not unreasonably withhold its agreement referred to make in the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability immediately preceding sentence of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementthis Section 6.2. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person and shall survive the transfer of such securities Registrable Securities by such seller. The indemnity agreement contained in this Section 6.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayed if such settlement is solely with respect to monetary damages). The indemnity provided by each seller of Registrable Securities under this Section 6.2 shall be limited in amount to the net amount of proceeds (i.e., net of expenses, underwriting discounts and commissions) actually received by such seller from the sale of Registrable Securities pursuant to such registration statement.

Indemnification by the Sellers. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 3.1 or 3.23.1, each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Company, each officer of the Company who shall sign such registration statementRegistration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus, final prospectus or summary prospectus contained therein or related theretoincluded therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to makethe statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of any such registration statementRegistration Statement, Prospectus, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleadingsupplement; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such sellerRegistration Statement.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 or 3.2section 2.3, each of that the Company shall have received an undertaking reasonably satisfactory to it from the prospective sellers seller of such securitiesRegistrable Securities, will to indemnify severally and hold harmless (in the same manner and to the same extent as set forth in subsection (a) of this section 2.7) the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, 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 through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to supplement. Any such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person and shall survive the transfer of such securities by such seller. The indemnity agreement provided for in this section 2.7(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld). The parties hereto hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by holders of Registrable Securities to the contrary, for all purposes of this Agreement the only information furnished or to be furnished to the Company for use in any registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto are statements specifically relating to (i) transactions between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (ii) the beneficial ownership of shares of Common Stock by such holders and its Affiliates,(iii) the name and address of such holder and (iv) solely in offerings that are underwritten offerings, the method or methods of distribution of such holders. The indemnity provided for under this section 2.7(b) shall be limited in amount to the net amount of proceeds actually received by such seller from the sale of Registrable Securities pursuant to such registration statement.

Indemnification by the Sellers. In the event of Each Holder whose Registrable Securities are included or are to be included in any registration of any statement filed in connection with a Demand Registration or a Piggyback Registration, as a condition to including Registrable Securities under in such registration statement, shall, to the Securities Act pursuant to Section 3.1 or 3.2full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Companyits directors and officers, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, Losses to which the Company or any such director, officer, employee, participating person director or officer or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statementsupplement; PROVIDED, preliminary prospectusHOWEVER, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability obligation to provide indemnification pursuant to this SECTION 7(b) shall be several, and not joint and several, among such Indemnifying Parties on the basis of the number of Registrable Securities of each such seller will be Indemnifying Party included in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person Person and shall survive the transfer of such securities by such seller. Such Holders shall also indemnify each other Person who participates (including as an underwriter) in the offering or sale of Registrable Securities, their officers and directors and each other Person, if any, who controls any such participating Person within the meaning of the Securities Act to the same extent as provided above with respect to the Company.

Indemnification by the Sellers. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 3.1 or 3.2Each Seller shall, each of the prospective sellers of such securitiesseverally and not jointly, will indemnify and hold harmless the CompanyPurchaser, its directors, officers, agents and employees, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, Person who controls the Company or any such participating person Purchaser (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act), against any and all lossesthe directors, claimsofficers, damages agents or liabilities, joint or severalemployees of such controlling Persons, to which the Company or any such directorfullest extent permitted by applicable law, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise from and against all Losses arising solely out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement under which such securities were registered under the Securities ActRegistration Statement, any preliminary prospectus, final Prospectus or any form of prospectus or summary prospectus contained therein or related thereto, or in any amendment or supplement theretothereto or in any preliminary Prospectus, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation arising solely out of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state of a material fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading; misleading to the extent, but only to the extent, that such untrue statement, alleged untrue statement, omission or alleged omission is based solely upon information regarding such Seller furnished in writing to the Purchaser by such Seller expressly for use therein, or to the extent that such information relates to such Seller or such Seller’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Seller expressly for use in the seller will reimburse Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (ii) in the Company case of an occurrence of an event of the type specified in Section 8.2(c)(v)- (vii), the use by such Seller of an outdated or defective Prospectus after the Purchaser has notified such Seller in writing that the Prospectus is outdated or defective and each prior to the receipt by such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them Seller of the Advice contemplated in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that Section 8.5. In no event shall the liability of each such seller will any Seller hereunder be greater in proportion to and limited to amount than the dollar amount of the net amount received proceeds in respect of the sale by such seller (after deducting any underwriting discount and expenses) from Seller of the sale of Registrable Securities pursuant giving rise to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such sellerindemnification obligation.

Indemnification by the Sellers. In the event Each holder of Registrable ------------------------------ Securities which are included or are to be included in any registration of any statement filed in connection with a Requested Registration or a Piggyback Registration, as a condition to including Registrable Securities under in such registration statement, shall, to the Securities Act pursuant to Section 3.1 or 3.2full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Companyits directors and officers, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, Losses to which the Company or any such director, officer, employee, participating person director or officer or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (iisupplement; provided, however, that the obligation to provide indemnification -------- ------- pursuant to this Section 5(b) any omission or alleged omission to state a fact with respect to shall be several, and not joint and several, among ------------ such seller required to be stated Indemnifying Parties on the basis of the number of Registrable Securities included in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; statement and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for aggregate amount which may be recovered from any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale holder of Registrable Securities pursuant to the indemnification provided for in this Section 5(b) in connection with any ------------ registration and sale of Registrable Securities shall be limited to the total proceeds received by such registration statementholder from the sale of such Registrable Securities. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person Person and shall survive the transfer of such securities by such seller. Such holders shall also indemnify each other Person who participates (including as an underwriter) in the offering or sale of Registrable Securities, their officers and directors and each other Person, if any, who controls any such participating Person within the meaning of the Securities Act to the same extent as provided above with respect to the Company.

Indemnification by the Sellers. In the event of Each Seller shall, severally but not jointly with any registration of any Registrable Securities under the Securities Act pursuant to Section 3.1 or 3.2other Seller, each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities Acquiror Indemnified Persons from and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, Indemnifiable Damages to which the Company or any such director, officer, employee, participating person or controlling person Acquiror Indemnified Person may become subject (under the Securities Act or otherwise, insofar as ) to the extent such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) Indemnifiable Damages arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement under which such securities were registered under or incorporated or deemed incorporated by reference into the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein or related thereto, Registration Statement or any amendment other document filed in accordance with Article II hereof or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state therein a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement therein or necessary to make the statements therein not misleadingmisleading in the light of the circumstances under which they were made; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited but only to the net amount received by extent that (i) such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant untrue statement or omission is made in reliance upon or in conformity with written information furnished to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made Acquiror Parent by or on behalf of such Seller specifically for use in the Company preparation of the Registration Statement or amendment or supplement thereto, or a document incorporated by reference into any of the foregoing, (ii) related to the use by such Seller of an outdated or defective prospectus after having been notified pursuant to the last sentence of Section 2.1(a) that the Registration Statement (as then in effect) is outdated or defective, or (iii) related to such Seller’s (or any other indemnified Person’s) failure to deliver, or cause to delivered, any prospectus or supplement to the Registration Statement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or omission at or prior to the written confirmation of the sale of Acquiror Parent Common Stock to such director, officer, participating person Person if such statement or controlling person and shall survive the transfer of omission was corrected in such securities by such sellerprospectus or supplement.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Sections 2.1 or 2.2 hereof and as a condition to indemnifying such sellers pursuant to this Section 3.1 or 3.22.6, that the Company shall have received an undertaking reasonably satisfactory to it from each of the prospective sellers of Participating Holder included in any such securities, will offering regarding its agreement to indemnify and hold harmless and reimburse (in the same manner and to the same extent as set forth in paragraph (a) of this Section 2.6) the Company, each director director, officer, employee and agent of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise arising out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement under pursuant to which securities of such securities were Holder are registered under the Securities ActAct (including all documents incorporated therein by reference), any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment 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 required to be stated therein or necessary to make the statements therein not misleading, if (but only if) such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly Participating Holder specifically for use in inclusion therein; PROVIDED, HOWEVER, that such Participating Holder shall not be obligated to provide such indemnity to the preparation extent that such Losses result, directly or indirectly, from the failure of the Company to promptly amend or take action to correct or supplement or to deliver timely any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement based on corrected or (ii) any omission or alleged omission supplemental information provided in writing by such Participating Holder to state a fact with respect to the Company expressly for such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleadingpurpose; and PROVIDED FURTHER, that the seller will reimburse obligation to provide indemnification pursuant to this Section 2.6(b) shall be several, and not joint and several, among such indemnifying parties. Notwithstanding anything in this Section 2.6(b) to the Company and each such directorcontrary, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that no event shall the liability of each any Participating Holder under such seller will indemnity be greater in proportion to and limited to amount than the net amount of the proceeds received by such seller (after deducting any underwriting discount and expenses) from Participating Holder upon the sale of its Registrable Securities pursuant in the offering to such registration statementwhich the Losses relate. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, employee, agent or participating person or controlling person Person and shall survive the transfer of such securities by such sellerParticipating Holder.

Indemnification by the Sellers. In the event of any registration Each seller of any Registrable Securities under and each other Person who controls such seller, within the meaning of the Securities Act pursuant to Section 3.1 or 3.2shall, each of the prospective sellers of such securitiesand hereby does, will indemnify and hold harmless the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer (in the offering or sale same manner and to the same extent as set forth in Section 3.5(a)) Gateway, and each director, officer, employee and Stockholder of such securities Gateway and each other person, if any, Person who controls the Company or any such participating person Gateway within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, with respect to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in or any registration statement under which omission or alleged omission to state therein a material fact in any such securities were registered under the Securities ActRegistration Statement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, but only if and to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company Gateway by or on behalf of such seller expressly specifically for use in the preparation of such registration statementRegistration Statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided, however, that (i) the liability of such indemnifying party under this Section 3.5(b) shall be limited to the amount of net proceeds received by such indemnifying party in the offering giving rise to such liability, and (ii) such indemnifying party shall not be liable under this Section 3.5(b) for any loss, claim, damage, liability, action or proceeding arising from, in connection with or relating to such an untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact if such party provided Gateway with information for inclusion in such Registration Statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement that would have cured such untrue statement or (ii) any alleged untrue statement of a material fact or omission or alleged omission to state a fact with respect to material fact, and Gateway did not timely include such seller required to be stated information in any such registration statementRegistration Statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementsupplement. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company Gateway or any such director, officer, participating person employee, Stockholder or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event of any registration ------------------------------ of any Registrable Securities under the Securities Act pursuant to Section 3.1 or 3.2, each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged - untrue statement of a fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein or related thereto, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to -- state a fact with factwith respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in -------- proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 3.1 3.1, 3.2 or 3.23.3, each of the prospective sellers of such securities, severally and not jointly, will indemnify and hold harmless the Company, each director of the Company, each officer of the Company who shall sign such registration statementRegistration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwiseotherwise (including, without limitation, the reasonable fees of legal counsel incurred in connection with any claim for indemnity hereunder), insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact with respect to such seller contained in any registration statement Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus, final prospectus or summary prospectus contained therein or related theretoincluded therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of any such registration statementRegistration Statement, Prospectus, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement supplement. In no event, however, shall the liability of any seller of Registrable Securities for indemnification in its capacity as such exceed the lesser of (i) that proportion of the total of such losses, claims, damages or liabilities indemnified against that is equal to the proportion of the total securities sold under such registration statement which is being sold by such seller of Registrable Securities or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount proceeds received by such seller (after deducting any underwriting discount and expenses) from the its sale of Registrable Securities pursuant to under such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company such seller or any such director, officer, employee, participating person or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a ------------------------------ condition to including any Registrable Securities under the Securities Act of a prospective seller in any registration statement filed pursuant to Section 3.1 1 or 3.2, 2 that the Company shall have received an undertaking satisfactory to it from each of the such prospective sellers of such securities, will Registrable Securities to indemnify and hold harmless harmless, severally, not jointly, in the same manner and to the same extent as set forth in Section 8.1, the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities its directors and officers and each other person, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which ) the Company or with respect to any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, 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 such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement supplement. Such indemnity shall remain in full force and effect, regardless of any investigation made by or (ii) on behalf of the Company or any omission such director, officer or alleged omission controlling Person and shall survive the transfer of such Registrable Securities by such seller. The indemnity agreement contained in this Section 8.2 shall not apply to state a fact with respect to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller required (which consent shall not be unreasonably withheld). The Company and the holders of Registrable Securities hereby acknowledge and agree that for all purposes of this Agreement the only information furnished or to be stated furnished to the Company for use in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary are statements specifically relating to make (a) - transactions between such holder and its Affiliates, on the statements therein not misleading; 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. The indemnity provided by each seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them of Registrable Securities under this Section 8.2 shall be limited in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited amount to the net amount of proceeds actually received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event of any registration of ------------------------------ any Registrable Securities under the Securities Act pursuant to Section 3.1 or 3.23.1, each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact - contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein or related thereto, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact -- with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided -------- that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 1.1, 1.2 or 3.2, 2 that the Company shall have received an undertaking satisfactory to it from each of the prospective sellers of such securities, will Registrable Securities to indemnify and hold harmless harmless, severally, not jointly, in the same manner and to the same extent as set forth in Section 8.1, the Company, each director of the Companyits directors, each officer of the Company who shall sign such registration statementofficers, each other person who participates as an underwriteremployees, broker or dealer in the offering or sale of such securities agents and each other person, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which ) the Company or with respect to any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, 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 such seller in such seller's capacity as a selling stockholder expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. The Company and the holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders, the only information furnished or to be furnished to the Company by such holders in their capacities as selling stockholders for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (iia) transactions between such holder and 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 omission additional information about such holder or alleged omission to state a fact with respect to such seller the plan of distribution (other than for an underwritten offering) is required by law to be stated disclosed in any such registration statementdocument, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary then such holder shall not unreasonably withhold its agreement referred to make in the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability immediately preceding sentence of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementthis Section 8.2. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person Person and shall survive the transfer of such securities Registrable Securities by such seller. The indemnity agreement contained in this Section 8.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayed). The indemnity provided by each seller of Registrable Securities under this Section 8.2 shall be limited in amount to the net amount of proceeds actually received by such seller from the sale of Registrable Securities pursuant to such registration statement.

Indemnification by the Sellers. In the event of As a condition to including any ------------------------------ Registrable Securities in any registration of any Registrable Securities under statement, the Securities Act pursuant Company shall have received an undertaking satisfactory to Section 3.1 or 3.2, each of it from the prospective sellers seller of such securitiesRegistrable Securities, will to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 4.6) the Company, and each director of the Companydirector, each officer officer, employee and shareholder of the Company who shall sign such registration statement, and each other person Person, if any, who participates as an underwriter, broker or dealer underwriter in the offering or sale of such securities and each other person, if any, Person who controls the Company or any such participating person underwritten within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, with respect to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in or any omission or alleged omission to state therein a material fact in any such registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by or on behalf of such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleadingsupplement; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will indemnifying party under this Section 4.6(b) shall be in proportion to and limited to the net amount of proceeds received by such seller (after deducting any underwriting discount and expenses) from indemnifying party in the sale of Registrable Securities pursuant offering giving rise to such registration statementliability. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on an behalf of the Company or any such director, officer, participating person employee, shareholder or controlling person and shall survive the transfer of such securities by such seller.. (c)

Indemnification by the Sellers. In Subject to the event limitations set forth in this ARTICLE XII and any other express provision of any registration of any Registrable Securities under the Securities Act pursuant to Section 3.1 or 3.2this Agreement, each of the prospective sellers of such securitiesSeller shall indemnify, will indemnify save, insure, pay, defend and hold harmless the CompanyPurchaser’s Indemnitees from and against any Indemnification Loss incurred by any Purchaser Indemnitee to the extent, each director and only to the extent, resulting from (a) any breach of any representation or warranty of such Seller in this Agreement to the extent such breach was not actually known to Purchaser as of the CompanyClosing Date, each officer (b) any breach by such Seller of any of its covenants or obligations under this Agreement to the extent such breach was not actually known to Purchaser as of the Company who shall sign such registration statementClosing Date, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against (c) any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise third party claims arising out of or are based upon the development and construction of the Real Property, the ownership, use and operation of the Assets, and the operation of the Business prior to the Closing (collectively, the “Seller Liabilities”). For purposes of the foregoing, Purchaser shall be deemed to have actual knowledge of (i) any untrue statement or alleged untrue statement of a fact contained matter disclosed in any registration statement under which such securities were registered under the Securities ActExhibits or Schedules to this Agreement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related thereto, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated matter disclosed in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment of the documents or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for materials provided by any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited Seller to the net amount received by such seller Purchaser prior to Closing and listed in Schedule 12.2 hereto, and (after deducting iii) any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain matter disclosed in full force and effect regardless any report, study, review or survey of any investigation made of the Sites performed by or on behalf of the Company Purchaser and actually delivered to Purchaser or any such director, officer, participating person of its agents or controlling person and consultants prior to the Closing Date. The terms of this Section 12.2 shall survive Closing for the transfer Survival Period. No Seller shall have any liability to Purchaser for any indemnification claim unless written notice containing a description of the specific nature of such securities indemnification claim shall have been given by Purchaser to such sellerSeller prior to the expiration of the Survival Period and an action shall have been commenced by Purchaser against such Seller within the Action Period, in which event the full amount of such valid claims shall be actionable. Purchaser agrees to first seek recovery under any insurance policies and service contracts prior to seeking recovery from any Seller, and no Seller shall be liable to Purchaser if Purchaser’s claim is satisfied from such insurance policies or service contracts.

Indemnification by the Sellers. In the event Each holder of Registrable ------------------------------ Securities which are included or are to be included in any registration of any statement filed in connection with a Requested Registration or a Piggyback Registration, as a condition to including Registrable Securities under in such registration statement, shall, to the Securities Act pursuant to Section 3.1 or 3.2full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Companyits directors and officers, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, Losses to which the Company or any such director, officer, employee, participating person director or officer or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (iisupplement; provided, however, that -------- ------- the obligation to provide indemnification pursuant to this Section 5(b) any omission or alleged omission to state a fact with respect to shall be ------------ several, and not joint and several, among such seller required to be stated Indemnifying Parties on the basis of the number of Registrable Securities included in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; statement and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for aggregate amount which may be recovered from any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale holder of Registrable Securities pursuant to the indemnification provided for in this Section 5(b) in ------------ connection with any registration and sale of Registrable Securities shall be limited to the total proceeds received by such registration statementholder from the sale of such Registrable Securities. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person Person and shall survive the transfer of such securities by such seller. Such holders shall also indemnify each other Person who participates (including as an underwriter) in the offering or sale of Registrable Securities, their officers and directors and each other Person, if any, who controls any such participating Person within the meaning of the Securities Act to the same extent as provided above with respect to the Company.

Indemnification by the Sellers. In the event of As a condition to including any ------------------------------ Registrable Securities in any registration of any Registrable Securities under statement, the Securities Act pursuant Company shall have received an undertaking satisfactory to Section 3.1 or 3.2, each of it from the prospective sellers seller of such securitiesRegistrable Securities, will to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this SECTION 2.6) the ----------- Company, and each director of the Company, each officer of the Company who shall sign such registration statement, and each other person Person, if any, who participates as an underwriter, broker or dealer underwriter in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, with respect to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, 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 through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statementsupplement; provided, preliminary prospectushowever, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will indemnifying party -------- ------- under this SECTION 2.6(B) shall be in proportion to and limited to the net amount of proceeds received by -------------- such seller (after deducting any underwriting discount and expenses) from indemnifying party in the sale of Registrable Securities pursuant offering giving rise to such registration statementliability. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person Person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 or 3.22.3, each of that the Company shall have received an undertaking satisfactory to it from the prospective sellers seller of such securities, will to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 3.1) each underwriter, each Person who controls such underwriter within the meaning of the Securities Act, the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement supplement; provided that such prospective seller shall not be liable to any Person who participates as an underwriter in the offering or (ii) sale of Registrable Securities or any omission or alleged omission to state a fact with respect to other Person, if any, who controls such seller required to be stated underwriter within the meaning of the Securities Act, in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary case to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending extent that any such loss, claim, liabilitydamage, liability (or action or proceedingproceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, provided that as the liability of each such seller will same may be in proportion to and limited then supplemented or amended, to the net amount received by such seller (after deducting any underwriting discount and expenses) from Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities pursuant to such registration statementPerson if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer, participating person officer or controlling person Person and shall survive the transfer of such securities by such seller. In no event shall the liability of any selling holder of Registrable Securities under this Section 3.2 be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by the Sellers. In the event Each Holder of Registrable ------------------------------ Securities which are included or are to be included in any registration of any statement filed in connection with a Requested Registration or a Piggyback Registration, as a condition to including Registrable Securities under in such registration statement, will, to the Securities Act pursuant to Section 3.1 or 3.2full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Companyits directors and officers, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, Losses to which the Company or any such director, officer, employee, participating person director or officer or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation or on behalf of such registration statementHolder; provided however, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller obligation to provide indemnification -------- ------- pursuant to this Section 2.6(b) will be in proportion to several, and limited to not joint and several, -------------- among such Indemnifying Parties on the net amount received by such seller (after deducting any underwriting discount and expenses) from basis of the sale number of Registrable Securities pursuant to included in such registration statement. Such indemnity shall will remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person Person and shall will survive the transfer of such securities by such sellerHolder. Such Holders will also indemnify each other Person who participates (including as an underwriter) in the offering or sale of Registrable Securities, their officers and directors and each other Person, if any, who controls any such participating Person within the meaning of the Securities Act to the same extent as provided above with respect to the Company.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 1.1 or 3.2, 2 (including any Take-down Transaction) that the Company shall have received an undertaking satisfactory to it from each of the prospective sellers of such securities, will Registrable Securities to indemnify and hold harmless harmless, severally, not jointly, but otherwise in the same manner and to the same extent as set forth in Section 8.1, the Company, each director of the Companyits directors, each officer of the Company who shall sign such registration statementofficers, each other person who participates as an underwriteremployees, broker or dealer in the offering or sale of such securities agents and each other person, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, 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 such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. The Company and the holders of the Registrable Securities in their capacities as stockholders and/or controlling persons (but not in their capacities as managers 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 any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (iia) transactions between such holder and its Affiliates, on the one hand, and the Company and/or its subsidiaries, 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 omission additional information about such holder or alleged omission to state a fact with respect to such seller the plan of distribution (other than for an underwritten offering) is required by law to be stated disclosed in any such registration statementdocument, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary then such holder shall not unreasonably withhold its agreement referred to make in the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability immediately preceding sentence of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementthis Section 8.2. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person and shall survive the transfer of such securities Registrable Securities by such seller. The indemnity agreement contained in this Section 8.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayed). The indemnity provided by each seller of Registrable Securities under this Section 8.2 shall be limited in amount to the net amount of proceeds actually received by such seller from the sale of Registrable Securities pursuant to such registration statement.

Indemnification by the Sellers. In the event of any registration of As a condition to including any Registrable Securities under the Securities Act pursuant to Section 3.1 or 3.2in any registration statement, each of the prospective sellers of such securities, will seller shall agree to indemnify and hold harmless severally and not jointly (in the Companysame manner and to the same extent as set forth in Section 2.4(a)) Parent, and each director director, officer, employee and shareholder of the Company, each officer of the Company who shall sign such registration statement, Parent and each other person person, if any, who participates or may be considered as an underwriter, broker or dealer underwriter in the offering or sale of such securities and each other person, if any, person who controls the Company or any such participating person Parent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, ("Parent Indemnified Parties") with respect to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in or any omission or alleged omission to state therein a material fact in any such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company Parent through an instrument duly executed by or on behalf of such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement (provided that the liability of such indemnifying party under this clause (i) shall Exhibit 5.06-6 be limited to the amount of net proceeds received by such indemnifying party in the offering giving rise to such liability), or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in sale of any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received Registrable Securities by such seller under the circumstances described in clause (after deducting any underwriting discount and expensesii) from of the sale of Registrable Securities pursuant proviso to such registration statementSection 2.4(a). Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person Parent Indemnified Parties and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to this Section 3.1 or 3.22, each of that the Company shall have received an undertaking satisfactory to it from the prospective sellers seller of such securities, will to indemnify and hold harmless (in the same manner and to the same extent as set forth in clause (i) of this Section 2(e)) the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, or any application, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information prepared and furnished to the Company by such seller expressly specifically for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement supplement, or (ii) such application, which information contained any omission untrue statement of any material fact or alleged omission omitted to state therein a material fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement therein or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person Person and shall survive the transfer of such securities by such seller. The indemnity provided by each seller of securities under this Section 2(e)(ii) shall be provided severally, and not jointly or jointly and severally with any other seller or prospective seller of securities, and shall be limited in amount to the lesser of (A) such seller's allocable portion (based upon the number of Registrable Securities included in the registration statement) of the liability for indemnification and (B) the net amount of proceeds received by such seller from the sale of Registrable Securities pursuant to such registration statement. It is agreed that the indemnity agreement contained in this clause (ii) shall not apply to amounts paid in settlement of any loss, claim, damage, liability or expense if such settlement is effected without the consent of such seller of such securities (which consent shall not be unreasonably withheld).

Indemnification by the Sellers. Subject to the limitations set forth herein, by approval and adoption of this Agreement, the Sellers agree to indemnify X-ceed severally for such Seller's pro rata portion (based upon the number of Shares held by such Seller immediately prior to the Closing Date relative to the total number of shares of Shares outstanding immediately prior to the Closing Date) of claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses, and expenses of investigation and defense (calculated after deduction for insurance proceeds recovered or recoverable) incurred by X-ceed directly or indirectly as a result of any inaccuracy or breach of a representation or warranty of the Sellers contained herein (hereinafter individually a "X-ceed Loss" and collectively "X-ceed Losses"). The right of X-ceed after the ^ ^ Closing Date to assert indemnification claims and receive indemnification payments from the Sellers pursuant to this Article VI shall be the sole and exclusive right and remedy exercisable by such parties with respect to any unintentional inaccuracy or breach in any representation, warranty, or covenant contained in this Agreement or in any instrument delivered pursuant to this Agreement or in connection with the transactions contemplated hereby; provided, however, this section shall not apply to any misrepresentation or breach or warranty of which the Sellers had actual knowledge or any intentional failure to perform or comply with any agreement to which intentional acts and knowing misrepresentations the Sellers shall be liable for all X-ceed Losses with respect thereto. X-ceed may not receive any indemnification from the Sellers unless and until a Claim Notice (as defined in Section 6.4 below) identifying X-ceed Losses, the aggregate cumulative amount of which exceed five hundred thousand dollars ($500,000), have been delivered to the Sellers as provided in Section 6.4; in such case, X-ceed may recover from the Sellers the entire amount of the cumulative X-ceed Losses. The obligations of the Sellers to indemnify and hold harmless X-ceed shall also apply to any action, claim or suit which arises from the operations of Water Street prior to the Closing Date, to the extent that the aggregate cumulative amount of Water Street's liability thereunder is in excess of five hundred thousand dollars ($500,000) and is not covered by insurance and to the extent that such action, claim, suit or matter is not disclosed in this Agreement or the Schedules attached hereto. The Sellers shall not be obligated to indemnify X-ceed for any claim asserted more than sixteen (16) months after the Closing Date. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 3.1 or 3.2, each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein or related thereto, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, third party claim, liabilitythe procedure set forth in Section 6.4 below shall apply, action or proceeding, provided except that no settlement shall be effective without the liability of each such seller will be in proportion to Sellers' consent and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such sellerapproval.

Indemnification by the Sellers. In the event Each holder of Registrable Securities which are included or are to be included in any registration of any statement filed in connection with a Piggyback Registration, as a condition to including Registrable Securities under in such registration statement, shall, to the Securities Act pursuant to Section 3.1 or 3.2full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the CompanyIssuer, each director of the Companyits managers and officers, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person Issuer within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, Losses to which the Company Issuer or any such director, officer, employee, participating person manager or officer or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company Issuer through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission supplement; PROVIDED that the obligation to state a fact with respect provide indemnification pursuant to this Section 6.02 shall be several, and not joint and several, among such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; Indemnifying Parties and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for aggregate amount which may be recovered from any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale holder of Registrable Securities pursuant to the indemnification provided for in this Section 6.02 in connection with any registration and sale of Registrable Securities shall be limited to the total proceeds received by such registration statementholder from the sale of such Registrable Securities. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company Issuer or any such directormanager, officer, participating person officer or controlling person Person and shall survive the transfer of such securities by such seller. Such holders shall also indemnify each other Person who participates (including as an underwriter) in the offering or sale of Registrable Securities, their officers and managers and each other Person, if any, who controls any such participating Person within the meaning of the Securities Act to the same extent as provided above with respect to the Issuer.

Indemnification by the Sellers. In Subject to the event terms and conditions of any registration of any Registrable Securities under the Securities Act pursuant to Section 3.1 or 3.2this Article VII, each of Seller hereby agrees that, from and after the prospective sellers of such securitiesClosing Date, will indemnify he or she shall severally indemnify, defend and hold harmless the CompanyPurchaser and its Affiliates, each director of the Companysuccessors, each officer of the Company who shall sign such registration statementassigns, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personof their respective directors, if anyofficers, who controls employees and agents (collectively, the “Purchaser Indemnified Parties”) from and against any claim, obligation, loss, Tax, fine, penalty, damage, liability, judgment, settlement, cost or expense (including reasonable attorneys’ fees, and expert witness fees and disbursements and the cost of litigation) (collectively, “Losses”) incurred or suffered by any such Purchaser Indemnified Party relating to or arising out of (a) the breach or violation of any representation or warranty made by the Company or Subsidiary in Article III or the breach or violation of, or failure to perform any, covenant or agreement of said Seller or the Sellers’ Representative contained in this Agreement or in any such participating person within the meaning of Section 15 of the Securities Act other Transaction Document or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (ib) any untrue statement or alleged untrue statement of a fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein or related thereto, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such lossdebt, claim, liability, action obligation or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf commitment of the Company or Subsidiary incurred prior to the Closing which was required to be disclosed under Section 3.11 or any other provision of this Agreement, and was not so disclosed (including Losses resulting from or arising out of the non-performance or non-compliance by the Company or Subsidiary of any covenant, agreement or condition of any contract, agreement, license, lease, Governmental Approval, commitment, permit, order or other instrument or arrangement to which it is a party or by which it or any of its property is bound, which covenant, agreement or condition was required thereby to be performed or complied with by the Company or Subsidiary prior to or on the Closing Date); and (c) the operation of the Subsidiary prior to the Closing Date. Except as otherwise expressly set forth herein, any indemnification, reimbursement or other payment to be made by a Seller pursuant to this Section 7.02 shall be paid first from the Escrow Account and then directly by a Seller to the extent the funds in the Escrow Account are insufficient, as follows: (a) in accordance with each Seller’s Applicable Percentage with respect to Losses relating to or arising out of any breach of the representations and warranties in Article III or any breach, violation or failure to perform any covenant or agreement by the Sellers’ Representative herein or in any Transaction Document and (b) severally by the Sellers for all Losses relating to or arising out of said Seller’s breach, violation or failure to perform any covenant or agreement contained in this Agreement without regard to such directorSeller’s Applicable Percentage thereof unless the covenant or agreement that is the subject of the breach or nonperformance is contained in a section hereof that expressly states that each Seller is to make payment under such section in accordance with his or her Applicable Percentage; provided, officerhowever, participating person or controlling person that notwithstanding anything herein to the contrary, the liability of the Sellers under Section 6.05(f) shall be limited to the amount of the Aggregate Consideration each Seller receives under this Agreement. Notwithstanding the foregoing, Purchaser agrees that to the extent the aggregate indemnity claims of the Purchaser with respect to Losses arising solely out of any breach of the representations and warranties in Article III other than the Fundamental Representations exceed the Escrow Amount, only those Sellers identified in Schedule 7.02 hereto (collectively, the “Controlling Shareholders”), who own 90.90% of the Shares transferred and sold hereunder, shall survive be severally liable for said indemnified Losses in excess of the transfer of Escrow Amount (on a pro rata basis solely in accordance with their Applicable Percentages), and no Seller other than the Controlling Sellers shall be liable to Purchaser for such securities by such sellerLosses.

Indemnification by the Sellers. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 3.1 or 3.2Sellers shall severally but not jointly, each of the prospective sellers of such securitiesindemnify, will indemnify defend and hold harmless TeamStaff, and shall reimburse TeamStaff for any Damages for which a claim is made prior to the Company, each director expiration of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personsurvival period, if any, who controls the Company under Section 8(a), arising from or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon connection with (i) any untrue statement breach of the representations and warranties of the Sellers or alleged untrue statement of a fact contained RS made in this Agreement or in any registration statement under which such securities were registered under document, agreement, instrument or certificate delivered by any Seller or RS at the Securities ActClosing pursuant to this Agreement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related thereto, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission failure by RS or alleged omission a Seller to state a fact perform or comply with any agreement or covenant in this Agreement, or under any document, agreement, instrument or certificate delivered at the Closing by RS or any Seller pursuant to this Agreement. Subject to subsection (d) below, with respect to such seller required any Claim by TeamStaff related to be stated in any such registration statementmatters set forth on Section 4(q) of the RS Disclosure Schedule, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary Sellers explicitly acknowledge that TeamStaff shall have a right to make a Claim for indemnification hereunder in the statements therein event that the amount so claimed by TeamStaff for indemnification as Damages exceeds the sum of $45,000, regardless of the scope of the disclosure. Notwithstanding anything contained in this Section 8(b), the indemnification obligations of any Seller under this Agreement or based upon a matter for which a claim could be made under this Agreement, except in the case of fraud or Taxes, will not misleadingexceed, in the aggregate, the sum of $1,500,000 for each of the Sellers; provided however, in the case of fraud or Claims related to Taxes, the indemnification obligations of any Seller under this Agreement to TeamStaff shall be up to, in the aggregate, the sum of $2,375,000 for each of the Sellers. In any case, any indemnification obligations owed to TeamStaff by either Seller pursuant to this Section 8 will be limited to setoff, by TeamStaff, of any amounts (principal and/or interest) owed to the Sellers by TeamStaff under the TeamStaff Promissory Note. Notwithstanding the foregoing, in the event that the amount of the Claim for indemnification by TeamStaff hereunder is related to fraud or Taxes and TeamStaff is entitled to indemnification hereunder, and the seller will reimburse amount of such Claim exceeds the Company and each such directoramount of the TeamStaff Promissory Note, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that then TeamStaff shall have the liability of each such seller will be in proportion right to and limited setoff all Earnout Payments otherwise due to the net Sellers up to the amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such sellerClaim.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 1.1 or 3.2, Section 2 that the Company shall have received an undertaking satisfactory to it from each of the prospective sellers of such securities, will Registrable Securities to indemnify and hold harmless harmless, severally, not jointly, in the same manner and to the same extent as set forth in Section 8.1, the Company, each director of the Companyits directors, each officer of the Company who shall sign such registration statementofficers, each other person who participates as an underwriteremployees, broker or dealer in the offering or sale of such securities agents and each other person, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Table of Contents Company, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, 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 such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. The Company and the holders of the Registrable Securities in their capacities as stockholders and/or controlling persons (but not in their capacities as managers 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 any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (iia) transactions between such holder and 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 omission additional information about such holder or alleged omission to state a fact with respect to such seller the plan of distribution (other than for an underwritten offering) is required by law to be stated disclosed in any such registration statementdocument, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary then such holder shall not unreasonably withhold its agreement referred to make in the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability immediately preceding sentence of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementthis Section 8.2. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person and shall survive the transfer of such securities Registrable Securities by such seller. The indemnity agreement contained in this Section 8.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayed). The indemnity provided by each seller of Registrable Securities under this Section 8.2 shall be limited in amount to the net amount of proceeds actually received by such seller from the sale of Registrable Securities pursuant to such registration statement.

Indemnification by the Sellers. In the event of any ------------------------------ registration of any Registrable Securities under the Securities Act pursuant to Section 3.1 or 3.2, each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged - untrue statement of a fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein or related thereto, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to -- state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided PROVIDED that the liability of each such seller will be in -------- proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 3.1 or 3.2(a) The Sellers will, each of the prospective sellers of such securitiesjointly and severally, will indemnify and hold harmless the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities Acquiror Indemnitee from and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any Damages suffered or incurred by any Acquiror Indemnitee and all losseswhich relate to, claims, damages arise from or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon a result of: (i) any untrue statement inaccuracy in, breach or alleged untrue statement breach of any representation or warranty of the Acquired Companies or the Sellers set forth in this Agreement, any Related Agreement, the Disclosure Schedules or any other document, certificate, schedule or instrument delivered or executed in connection herewith or therewith, in each case, without giving effect to any materiality, “Material Adverse Effect” or any similar qualification contained or incorporated directly or indirectly in such representation or warranty, except in each case, (A) for purposes of the representations and warranties in Section 4.5 (Financial Statements) and Section 4.9(b) (Absence of Changes or Events), and (B) the disclosure of lists of items of a fact contained material nature or above a specific threshold in any registration statement under which case such securities were registered under qualification shall not be deleted solely for purposes of determining the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein or related thereto, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation lists of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or items that must be disclosed; (ii) any omission breach or alleged omission to state a fact with respect to such seller breach of any covenant or obligation of the Sellers; (iii) the amount of any Company Indebtedness, Transaction Expenses or Cash Incentive Amount not deducted from the Closing Cash Payment; (iv) any pre-Closing payments or distributions made, or that were required to be stated in made, under the Profit Participation Agreements; (v) any such registration statementIncremental Employer PPA Payroll Amount or Incremental Employer Bonus Payroll Amount not deducted from the Earn-out Consideration, preliminary prospectusExcess Closing Cash or Excess Working Capital, final prospectus, summary prospectus, amendment as applicable; (vi) any Adjustments Deficiency payable to Acquiror pursuant to Section 2.3 or supplement or necessary Cash Adjustments Deficiency payable to make Acquiror pursuant to Section 2.4; (vii) the statements therein not misleadingitems listed on Schedule 9.2(a)(vii) of the Disclosure Schedules; (viii) the indemnification provisions of Section 6.10(i)(ii); and (ix) any Covered Taxes and any Taxes of the seller will reimburse Acquired Companies or Acquiror resulting from the purchase by the Acquired Companies or Acquiror, immediately after the Closing, of any Equity Securities of CTS or Consolidated Turbine Specialists Canada LLP not owned by the Company and each such directorat Closing. (b) In the event any Acquired Company suffers, officer, employee, participating person and controlling person for incurs or otherwise becomes subject to any legal Damages as a result of or any other expenses reasonably incurred by them in connection with investigating any inaccuracy in, breach or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless alleged breach of any investigation made by representation, warranty, covenant or on behalf obligation, then (without limiting any of the rights of any Acquired Company or any such directoras an Acquiror Indemnitee) Acquiror shall also be deemed, officerby virtue of its ownership of the equity interests of the Acquired Companies, participating person or controlling person and shall survive the transfer of such securities by such seller.to have incurred 63

Indemnification by the Sellers. In the event Each holder of any registration of any Registrable Securities under the Securities Act which are included or are to be included in any Registration Statement filed pursuant to Section 3.1 or 3.2this Agreement, each of as a condition to including Registrable Securities in such Registration Statement, shall, to the prospective sellers of such securitiesfull extent permitted by law, will indemnify and hold harmless the Company, each director of the Companyits directors and officers, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, Losses to which the Company or any such director, officer, employee, participating person director or officer or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any registration statement under which such securities were registered under the Securities ActRegistration Statement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, or any state (or "blue sky") securities filing, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of such registration statementRegistration Statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or state securities filing; (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net maximum aggregate amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller.which may be

Indemnification by the Sellers. In the event of any registration of The Company may require, as a ------------------------------ condition to including any Registrable Securities under the Securities Act of a prospective seller in any registration statement filed pursuant to Section 3.1 1 or 3.2, 2 that the Company shall have received an under taking satisfactory to it from each of the such prospective sellers of such securities, will Registrable Securities to indemnify and hold harmless harmless, severally, not jointly, in the same manner and to the same extent as set forth in Section 8.1, the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities its directors and officers and each other person, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which ) the Company or with respect to any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, 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 such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement supplement. Such indemnity shall remain in full force and effect, regardless of any investigation made by or (ii) on behalf of the Company or any omission such director, officer or alleged omission controlling Person and shall survive the transfer of such Registrable Securities by such seller. The indemnity agreement contained in this Section 8.2 shall not apply to state a fact with respect to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller required (which consent shall not be unreasonably withheld). The Company and the holders of Registrable Securities hereby acknowledge and agree that for all purposes of this Agreement the only information furnished or to be stated furnished to the Company for use in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary are statements specifically relating to make (a) - transactions between such holder and its Affiliates, on the statements therein not misleading; 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. The indemnity provided by each seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them of Registrable Securities under this Section 8.2 shall be limited in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited amount to the net amount of proceeds actually received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under the Securities Act in any Registration Statement filed pursuant to Section 3.1 or 3.22.1 hereof and as a condition to indemnifying such sellers pursuant to this Section 2.5, that the Company shall have received an undertaking reasonably satisfactory to it from each of the prospective sellers of Participating Holder included in any such securities, will offering regarding its agreement to indemnify and hold harmless and reimburse (in the same manner and to the same extent as set forth in paragraph (a) of this Section 2.5) the Company, each director director, officer, employee and agent of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise arising out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement under Registration Statement pursuant to which securities of such securities were Holder are registered under the Securities ActAct (including all documents incorporated therein by reference), any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment 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 required to be stated therein or necessary to make the statements therein not misleading, if (but only if) such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly Participating Holder specifically for use in inclusion therein; PROVIDED, HOWEVER, that such Participating Holder shall not be obligated to provide such indemnity to the preparation extent that such Losses result, directly or indirectly, from the failure of the Company to promptly amend or take action to correct or supplement or to deliver timely any such registration statementRegistration Statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement based on corrected or (ii) any omission or alleged omission supplemental information provided in writing by such Participating Holder to state a fact with respect to the Company expressly for such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleadingpurpose; and PROVIDED FURTHER, that the seller will reimburse obligation to provide indemnification pursuant to this Section 2.5(b) shall be several, and not joint and several, among such indemnifying parties. Notwithstanding anything in this Section 2.5(b) to the Company and each such directorcontrary, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that no event shall the liability of each any Participating Holder under such seller will indemnity be greater in proportion to and limited to amount than the net amount of the proceeds received by such seller (after deducting any underwriting discount and expenses) from Participating Holder upon the sale of its Registrable Securities pursuant in the offering to such registration statementwhich the Losses relate. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, employee, agent or participating person or controlling person Person and shall survive the transfer of such securities by such sellerParticipating Holder.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 1.1 or 3.2, 2 that the Company shall have received an undertaking reasonably satisfactory to it from each of the prospective sellers of such securities, will Registrable Securities to indemnify and hold harmless harmless, severally, not jointly, in the same manner and to the same extent as set forth in Section 9.1, the Company, each director of the Companyits directors, each officer of the Company who shall sign such registration statementofficers, each other person who participates as an underwriteremployees, broker or dealer in the offering or sale of such securities agents and each other person, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, against but only with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein or related thereto, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. (The Company and the holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders, the only information furnished or to be furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (iia) transactions between such holder and 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 omission additional information about such holder or alleged omission to state a fact with respect to such seller the plan of distribution (other than for an underwritten offering) is required by law to be stated disclosed in any such registration statementdocument, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary then such holder shall not unreasonably withhold its agreement referred to make in the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability immediately preceding sentence of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expensesthis Section 9.2.) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person Person and shall survive the transfer of such securities Registrable Securities by such seller.. The indemnity agreement contained in this Section 9.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or

Indemnification by the Sellers. In the event of any registration of any Registrable Securities under the Securities Act pursuant The Sellers agrees to Section 3.1 or 3.2, each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Company, each officer of EGPI and/or the Company who against and in respect to all damages (as hereinafter defined) up to $3.6 million dollars Damages, as used herein shall sign such registration statementinclude any claim, each other person who participates as an underwritersalary, broker or dealer in the offering or sale of such securities and each other personwage, if anyaction, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Acttax, against any and all lossesdemand, claimsloss, damages or liabilitiescost, expense, liability (joint or several), to which the Company or any such directorpenalty, officerand other damage, employeeincluding, participating person or controlling person may become subject under the Securities Act or otherwisewithout limitation, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein or related thereto, or any amendment or supplement thereto, if such statement or omission was made in reliance upon counsel fees and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; other costs and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action attempting to avoid same or proceeding, provided that the liability of each such seller will be in proportion to and limited opposition to the net amount received by such seller (after deducting imposition thereof, or in enforcing this indemnity, resulting to EGPI and/or the Company from any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation inaccurate representation made by or on behalf of the Sellers in or pursuant to this Agreement, breach of any of the warranties made by or on behalf of the Sellers in or pursuant to this Agreement, or breach or default in the performance by the Sellers of any of the obligations to be performed by him hereunder. Hereunder, EGPI shall determine whether EGPI, the Company or both EGPI and the Company are entitled to be indemnified and such determination shall be binding on the Sellers. Notwithstanding the scope of the Sellers’ representations and warranties herein, or of any individual representation or warranty, or any disclosure to EGPI herein or pursuant hereto, or the definition of damages contained in the preceding sentence, or EGPI’s knowledge of any fact or facts at or prior to the Closing Date, damages shall also include all debts, liabilities, and obligations of any nature whatsoever (whether absolute, accrued, contingent, or otherwise, and whether due or to become due) of the Company, as of the date hereof not reflected in the Financial Statement or any other exhibit furnished hereunder, whether known or unknown by the Sellers; all claims, actions, demands, losses, costs, expenses, and liabilities resulting from any litigation from causes of action arising prior to the Closing Date involving the Company or any such directorstockholders thereof other than the Sellers, officerwhether or not disclosed to EGPI; all claims, participating actions, demands, losses, costs, expenses, liabilities and penalties resulting from (i) the Company’s infringement or claimed infringement upon or acting adversely to the rights or claimed rights of any person under or controlling person in respect to any copyrights, trademarks, trademark rights, patents, patent rights or patent licenses; or (ii) any claim or pending or threatened action with respect to the matters described in clause (i); all claims, actions, demands, losses, costs, expenses, liabilities or penalties resulting from the Company’s failure in any respect to perform any obligation required by it to be performed at or prior to the effective date hereof or at or prior to the Closing Date, or by reason of any default of the Company, at the effective date hereof or at the Closing Date, under any of the contracts, agreements, leases, documents, or other commitments to which it is a party or otherwise bound or affected; and all losses, costs, and expenses (including without limitation all fees and disbursements of counsel) relating to damages. The Sellers shall survive reimburse and/or pay on behalf of EGPI and/or the transfer Company on demand for any payment made or required to be made by EGPI and/or the Company at any time after the Closing Date based upon the judgment of such securities any court of competent jurisdiction or pursuant to a bona fide compromise or settlement of claims, demands or actions, in respect to the damages to which the foregoing indemnity relates. EGPI shall give, or EGPI shall cause the Company to give, the Sellers written notice within 30 days after notification of any litigation threatened or instituted against the Company which might constitute the basis of a claim for indemnity by such sellerEGPI and/or the Company against the Sellers. Notwithstanding anything contained in this Agreement to the contrary, the right to indemnification described in this paragraph shall expire 18 months after the Closing Date.

Indemnification by the Sellers. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 3.1 2.1 or 3.22.2, each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Company, each officer of the Company who shall sign such registration statementRegistration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person Person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person Person or controlling person Person may become subject under the Securities Act or otherwiseotherwise (including, without limitation, the reasonable fees of legal counsel incurred in connection with any claim for indemnity hereunder), insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus, final prospectus or summary prospectus contained therein or related theretoincluded therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such seller in such seller’s capacity as a selling Holder expressly for use in the preparation of any such registration statementRegistration Statement, Prospectus, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleadingsupplement; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementRegistration Statement. The Company and the Continuing Stockholders hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such Continuing Stockholders, the only information furnished or to be furnished to the Company by such Continuing Stockholders in their capacity as selling Holders for use in any Registration Statement or Prospectus, preliminary prospectus, amendment or supplement relating to the Registrable Securities are statements specifically relating to (i) transactions between such Continuing Stockholder and the Company, (ii) the beneficial ownership of shares of Common Stock by such Continuing Stockholder and (iii) the name and address of such Continuing Stockholder. If any additional information about such Continuing Stockholder or the plan of distribution (other than for an underwritten offering) is required by law to be disclosed in any such document, then such Continuing Stockholder shall not unreasonably withhold its agreement referred to in the immediately preceding sentence of this Section 2.6(b). Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company such seller or any such director, officer, employee, participating person Person or controlling person Person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event Each holder of Registrable Securities which are included or are to be included in any registration of any statement filed in connection with a Requested Registration or a Piggyback Registration, as a condition to including Registrable Securities under in such registration statement, shall, to the Securities Act pursuant to Section 3.1 or 3.2full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Companyits directors and officers, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, Losses to which the Company or any such director, officer, employee, participating person director or officer or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (ix) any untrue statement or alleged untrue statement of a any material fact contained in any such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through a written instrument sent by such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement supplement, or (iiy) any such seller’s failure to send or give a copy of the final prospectus to the Persons asserting an untrue statement or alleged untrue statement or omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment at or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited prior to the net amount received by such seller (after deducting any underwriting discount and expenses) from written confirmation of the sale of Registrable Securities pursuant to such registration statementPerson if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person Person and shall survive the transfer of such securities by such seller. Such holders shall also indemnify each other Person who participates (including as an underwriter) in the offering or sale of Registrable Securities, their officers and directors and each other Person, if any, who controls any such participating Person within the meaning of the Securities Act to the same extent as provided above with respect to the Company.

Indemnification by the Sellers. In the event of any registration of It shall be a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 1.1, or 3.2, 2 (including any Take-down Transaction) that the Company shall have received an undertaking satisfactory to it from each of the prospective sellers of such securities, will Registrable Securities to indemnify and hold harmless harmless, severally, not jointly, in the same manner and to the same extent as set forth in Section 7.1, the Company, each director of the Companyits directors, each officer of the Company who shall sign such registration statementofficers, each other person who participates as an underwriteremployees, broker or dealer in the offering or sale of such securities agents and each other person, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, 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 such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. The Company and the holders of the Registrable Securities in their capacities as stockholders and/or controlling persons (but not in their capacities as managers 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 any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (iia) transactions between such holder and 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 omission additional information about such holder or alleged omission to state a fact with respect to such seller the plan of distribution (other than for an underwritten offering) is required by law to be stated disclosed in any such registration statementdocument, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary then such holder shall not unreasonably withhold its agreement referred to make in the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability immediately preceding sentence of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementthis Section 7.2. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person and shall survive the transfer of such securities Registrable Securities by such seller. The indemnity agreement contained in this Section 7.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayed). The indemnity provided by each seller of Registrable Securities under this Section 7.2 shall be limited in amount to the net amount of proceeds actually received by such seller from the sale of Registrable Securities pursuant to such registration statement.

Indemnification by the Sellers. In the event of any registration of It shall be a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 1.1, or 3.2, 2 (including any Take-Down Transaction) that the Company shall have received an undertaking satisfactory to it from each of the prospective sellers of such securities, will Registrable Securities to indemnify and hold harmless harmless, severally, not jointly, in the same manner and to the same extent as set forth in Section 8.1, the Company, each director of the Companyits directors, each officer of the Company who shall sign such registration statementofficers, each other person who participates as an underwriteremployees, broker or dealer in the offering or sale of such securities agents and each other person, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained or alleged statement of a material fact in any or omission of a material fact or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if but only to the extent such statement or alleged statement or such omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. The Company and the holders of the Registrable Securities in their capacities as stockholders and/or controlling persons (but not in their capacities as managers 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 any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (iia) transactions between such holder and its Affiliates, on the one hand, and the Company and/or its subsidiaries, 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 omission additional information about such holder or alleged omission to state a fact with respect to such seller the plan of distribution (other than for an underwritten offering) is required by law to be stated disclosed in any such registration statementdocument, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary then such holder shall not unreasonably withhold its agreement referred to make in the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability immediately preceding sentence of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementthis Section 8.2. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person and shall survive the transfer of such securities Registrable Securities by such seller. The indemnity agreement contained in this Section 8.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayed). The indemnity provided by each seller of Registrable Securities under this Section 8.2 shall be limited in amount to the net amount of proceeds (i.e., net of expenses, underwriting discounts and commissions) actually received by such seller from the sale of Registrable Securities pursuant to such registration statement.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 or 3.27.6, each of that the Company shall have received an undertaking satisfactory to it from the prospective sellers seller of such securities, will to indemnify and hold harmless (in the Companysame manner and to the same extent as set forth in subdivision (a) of this Section 7.9) each underwriter, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement supplement; provided that such prospective seller shall not be liable to any person who participates as an underwriter in the offering or (ii) sale of Registrable Securities or any omission or alleged omission to state a fact with respect to other person, if any, who controls such seller required to be stated underwriter within the meaning of the Securities Act, in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary case to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending extent that any such loss, claim, liabilitydamage, liability (or action or proceedingproceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, provided that as the liability of each such seller will same may be in proportion to and limited then supplemented or amended, to the net amount received by such seller (after deducting any underwriting discount and expenses) from person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities pursuant to such registration statementperson if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer, participating person officer or controlling person and shall survive the transfer of such securities by such seller. In no event shall the liability of any selling holder of Registrable Securities under this Section 7.9(b) be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by the Sellers. In the event of any registration of The Company may require, as ------------------------------ a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 or 3.2section 2.3, each of that the Company shall have received an undertaking reasonably satisfactory to it from the prospective sellers seller of such securitiesRegistrable Securities, will to indemnify severally, not jointly and severally, and hold harmless (in the same manner and to the same extent as set forth in subsection (a) of this section 2.6) the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, 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 the prospective seller of the Registrable Securities through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to supplement. Any such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person and shall survive the transfer of such securities by such seller. The indemnity agreement provided for in this section 2.6(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld). The parties hereto hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by holders of Registrable Securities to the contrary, for all purposes of this Agreement the only information furnished or to be furnished to the Company for use in any registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto are statements specifically relating to (i) the beneficial ownership of shares of Common Stock by such holders and its Affiliates, (ii) the name and address of such holder and (iii) the method or methods of distribution of such holders. The indemnity provided for under this section 2.6(b) shall be limited in amount to the net amount of proceeds actually received by such seller from the sale of Registrable Securities pursuant to such registration statement.

Indemnification by the Sellers. In connection with any ------------------------------ registration statement filed by the event of any registration of any Registrable Securities under the Securities Act Company pursuant to Section 3.1 or 3.23 hereof in which a Holder has registered for sale Registrable Shares, each such Holder or seller of the prospective sellers of such securitiesRegistrable Shares, will severally and not jointly, shall, and hereby agrees to, indemnify and hold harmless the CompanyCompany and each of its directors, each director of the Companyofficers, each officer of the Company who shall sign such registration statementemployees and agents, each other person Person, if any, who participates as an underwriter, broker or dealer underwriter in the offering or sale of such securities and securities, each other personPerson, if any, who controls the Company or Company, any such participating person within the meaning of Section 15 of the Securities Act underwriter and each other seller and such underwriter's or Section 20 of the Exchange Actother seller's directors, officers, stockholders, partners, employees, agents and affiliates (each a "Holder Indemnitee"), ----------------- against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, Losses insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) Losses arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement under which such securities were registered under the Securities Act, Offering Documents (or any preliminary prospectus, final prospectus document incorporated by reference therein) or summary prospectus contained any omission or alleged omission to state therein a material fact required to be stated therein or related thereto, or any amendment or supplement theretonecessary to make the statements therein in the light of circumstances in which they were made not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such Holder or seller of Registrable Shares specifically stating that it is expressly for use in the preparation of such registration statementtherein; provided, preliminary prospectushowever, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will -------- ------- indemnifying party under this Section 9(b) shall be in proportion to and limited to the amount of the net amount proceeds received by such seller (after deducting any underwriting discount and expenses) from indemnifying party in the sale of Registrable Securities pursuant offering giving rise to such registration statementliability. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person Holder Indemnitee and shall survive the transfer of such securities the Registrable Shares by such sellerHolder.