Common use of Indemnification by the Shareholder Clause in Contracts

Indemnification by the Shareholder. The Shareholder will, with respect to any Registration Statement where Restricted Shares were registered under the Securities Act, indemnify and hold harmless the Company, each of the Company’s directors and officers, and each other person, if any, who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, a “Company Indemnified Party”), against any expenses, losses, claims, judgments, damages or liabilities, whether joint or several, insofar as such expenses, losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Restricted Shares was registered under the Securities Act, any preliminary Prospectus, final Prospectus or summary Prospectus contained in such Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by the Shareholder expressly for use therein. The Shareholder’s indemnification obligations hereunder shall be limited to the amount of any net proceeds actually received by the Shareholder.

Indemnification by the Shareholder. The In the event of a registration of any of the Shares under the Securities Act pursuant to Article I, the Shareholder willwill indemnify and hold harmless Compass and each person who controls Compass within the meaning of the Securities Act and the Exchange Act, with respect each officer of Compass who signs the registration statement, and each director of Compass, against all losses, claims, damages or liabilities, joint or several, to any Registration Statement where Restricted Shares were registered which Compass or such officer or director or controlling person may become subject under the Securities Act, indemnify and hold harmless the Company, each of the Company’s directors and officers, and each other person, if any, who controls the Company (within the meaning of Section 15 of the Securities Exchange Act or Section 20 of the Exchange Act) (each, a “Company Indemnified Party”), against any expenses, losses, claims, judgments, damages or liabilities, whether joint or severalotherwise, insofar as such expenses, losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or allegedly alleged untrue statement of a any material fact contained in any Registration Statement the registration statement under which the sale of such Restricted Shares was were registered under the Securities ActAct pursuant to Section 1.1, any preliminary Prospectus, prospectus or final Prospectus or summary Prospectus prospectus contained in such Registration Statementtherein, or any amendment or supplement to the Registration Statementthereof, or arise out of or are based upon any the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statement statements therein not misleading, if the statement and will reimburse Compass and each such officer, director, and controlling person for any legal or omission was made other expenses reasonably incurred by them in reliance upon and in conformity connection with information furnished in writing to the Company by investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Shareholder expressly for use therein. The Shareholder’s indemnification obligations will be liable hereunder shall be limited in any such case if and only to the amount of any net proceeds actually received by the Shareholder.the