Common use of Indemnification of Holder Clause in Contracts

Indemnification of Holder. The Company shall indemnify and hold harmless the Holder against any and all losses, claims, damages, or liabilities to which the Holder may become subject under the Securities Act, or any other statute or common law, including any amount paid in settlement of any litigation, commenced or threatened, if such settlement is effected with the written consent of the Company, and to reimburse them for any legal or other expenses incurred by them in connection with investigating any claims and defending any action insofar as any such losses, claim, damages, liabilities or actions arise out of or are based upon 1) any untrue statement or alleged untrue statement of a material fact, contained in the registration statement relating to the sale of the Option Shares, or any post-effective amendment thereof, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, 2) any untrue statement or alleged untrue statement of a material fact, contained in a preliminary prospectus, if used prior to the effective date of such registration statement, or contained in the prospectus (as amended or supplemented, if the Company shall have filed with the SEC any amendment thereof or supplement thereto), if used within the period during which the Company is required to keep the registration statement to which the prospectus relates current pursuant to the terms hereof, or the omission or alleged omission to state therein (if so used) the material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The indemnification agreement contained in this agreement, however, shall not: 1) apply to such losses, claims, damages, liabilities, or actions arising out of, or based upon, any such untrue statement or alleged omission, if such statement or omission was in reliance upon and in conformity with the information furnished in writing to the Company by the Holder for use in the registration statement or any preliminary prospectus or prospectus contained in the registration statement or any amendment thereof or supplement thereto, or 2) inure to the benefit of any underwriter from whom the person asserting any such losses, claims, damages, expenses or liabilities purchased the securities which are the subject thereof (or to the benefit of any person controlling such underwriter), if such underwriter failed to send or give a copy of the prospectus to such person at or prior to the written confirmation of the sale of such securities to such person.

Indemnification of Holder. The Company shall will indemnify and hold harmless each Holder, each of its officers and directors and partners, and each person controlling such Holder within the Holder against any and all losses, claims, damages, or liabilities to which the Holder may become subject under meaning of Section 15 of the Securities Act, with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any other statute underwriter within the meaning of Section 15 of the Securities Act, against all actual out-of-pocket expenses, claims, losses, damages or common lawliabilities (or actions in respect thereof), including any amount paid of the foregoing incurred in any litigation or in settlement of any litigation, commenced or threatened, if such settlement is effected with the written consent of the Company, and to reimburse them for any legal or other expenses incurred by them in connection with investigating any claims and defending any action insofar as any such losses, claim, damages, liabilities or actions arise arising out of or are based upon 1) on any untrue statement (or alleged untrue statement statement) of a material fact, fact contained in the any registration statement relating to the sale of the Option Sharesstatement, prospectus, preliminary prospectus, offering circular or other document, or any post-effective amendment thereofor supplement thereto, incident to any such registration, qualification or compliance, or the based on any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, 2) any untrue statement or alleged untrue statement of a material fact, contained in a preliminary prospectus, if used prior to the effective date of such registration statement, or contained in the prospectus (as amended or supplemented, if the Company shall have filed with the SEC any amendment thereof or supplement thereto), if used within the period during which the Company is required to keep the registration statement to which the prospectus relates current pursuant to the terms hereof, or the omission or alleged omission to state therein (if so used) the material fact necessary in order to make the statements therein, in light of the circumstances under in which they were made, not misleading. The indemnification , or any violation or any alleged violation by the Company of the Securities Act or the Exchange Act or any state securities law, or of any rule or regulation promulgated under any of the foregoing applicable to the Company in connection with any such registration, qualification or compliance, and the Company will reimburse each such Holder, each of its officers and directors, and each person controlling such Holder, each such underwriter and each person who controls any such underwriter, for any legal and any other actual out-of-pocket expenses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, as such expenses are incurred; provided, however, that the indemnity agreement contained in this agreement, however, Section 5.1 shall not: 1) not apply to such losses, claims, damages, liabilities, or actions arising out of, or based upon, amounts paid in settlement of any such matter if the settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld; and provided further that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission or alleged untrue statement or omission, if such statement or omission was made in reliance upon and in conformity with the written information furnished in writing to the Company by the Holder such Holder, controlling person or underwriter specifically for use in the registration statement or any preliminary prospectus or prospectus contained in the registration statement or any amendment thereof or supplement thereto, or 2) inure to the benefit of any underwriter from whom the person asserting any such losses, claims, damages, expenses or liabilities purchased the securities which are the subject thereof (or to the benefit of any person controlling such underwriter), if such underwriter failed to send or give a copy of the prospectus to such person at or prior to the written confirmation of the sale of such securities to such persontherein.

Indemnification of Holder. The At such time as the Company shall registers any of the Registrable Securities under the Act, the Company will indemnify and hold harmless the Holder holder, each of its directors, officers, partners, employees and each person, if any, who controls the holder within the meaning of Section 15 of the Act from and against any and all losses, claims, damages, expenses or liabilities liabilities, to which the Holder may become it becomes subject under the Securities Act, Act or under any other statute or at common lawlaw or otherwise, including any amount paid in settlement of any litigationand, commenced or threatenedexcept as hereinafter provided, if such settlement is effected with will reimburse the written consent of the Company, and to reimburse them holder for any legal or other expenses reasonably incurred by them it in connection with investigating any claims and or defending any action actions whether or not resulting in any liability, insofar as any such losses, claimclaims, damages, expenses, liabilities or actions arise out of or are based upon 1) any untrue statement or alleged untrue statement of a material fact, fact contained in the registration statement, in any preliminary or amended preliminary prospectus or in the prospectus (or the registration statement relating or prospectus as from time to time amended or supplemented by the sale Company) or arise out of the Option Shares, or any post-effective amendment thereof, or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, 2) or any violation by the Company of any rule or regulation promulgated under the Act applicable to the Company and relating to action or inaction required of the Company in connection with such registration, unless such untrue statement or alleged untrue statement of a material fact, contained omission was made in a preliminary prospectus, if used prior to the effective date of such registration statement, preliminary or contained in the amended, preliminary prospectus (as amended or supplemented, if the Company shall have filed with the SEC any amendment thereof or supplement thereto), if used within the period during which the Company is required to keep the registration statement to which the prospectus relates current pursuant to the terms hereof, or the omission or alleged omission to state therein (if so used) the material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The indemnification agreement contained in this agreement, however, shall not: 1) apply to such losses, claims, damages, liabilities, or actions arising out of, or based upon, any such untrue statement or alleged omission, if such statement or omission was in reliance upon and in conformity with the information furnished in writing to the Company in connection therewith by the Holder holder expressly for use therein. Promptly after receipt by the holder of notice of the commencement of any action in respect of which indemnity may be sought against the Company, the holder will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel, who shall be counsel reasonably satisfactory to the holder), and the payment of expenses insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company. The registered holder shall have the right to employ separate counsel in any such action and to participate in the registration statement or any preliminary prospectus or prospectus contained in defense thereof but the registration statement or any amendment thereof or supplement theretofees and expenses of such counsel shall not be at the expense of the Company unless (i) the employment of such counsel has been specifically authorized by the Company, or 2(ii) inure the holder has reasonably determined that there may be a conflict between the positions of the Company and the holder in conducting the defense of such action, in which case the counsel for the holder shall be entitled to conduct the defense at the expense of the Company to the benefit extent reasonably determined by such counsel to be necessary to protect the interests of the holder. The Company shall not be liable to indemnify any person for any settlement of any underwriter from whom such action effected without the person asserting any such lossesCompany's consent, claims, damages, expenses or liabilities purchased the securities which are the subject thereof (or to the benefit of any person controlling such underwriter), if such underwriter failed to send or give a copy of the prospectus to such person at or prior to the written confirmation of the sale of such securities to such personshall not be unreasonably withheld.

Indemnification of Holder. The Company shall indemnify and hold harmless the Holder against any and all losses, claims, damages, or liabilities to which the Holder may become subject under the Securities Act, or any other statute or common law, including any amount paid in settlement of any litigation, commenced or threatened, if such settlement is effected with the written consent of the Company, and to reimburse them for any legal or other expenses incurred by them in connection with investigating any claims and defending any action insofar as any such losses, claim, damages, liabilities or actions arise out of or are based upon 1) any untrue statement or alleged untrue statement of a material fact, contained in the any registration statement relating statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any offering circular or other document incident to the sale of the Option Sharesany registration, qualification or compliance, or any post-effective amendment thereof, or the omission or alleged omission to state therein a any material fact required to be stated therein or necessary to make the statements therein not misleading, 2) or any untrue statement violation by the Company of any rule or alleged untrue statement of a material fact, contained in a preliminary prospectus, if used prior regulation promulgated under the Securities Act applicable to the effective date Company and relating to any action or inaction required of the Company in connection with any such registration statementregistration, qualification, or contained in the prospectus (as amended or supplemented, if the Company shall have filed with the SEC any amendment thereof or supplement thereto), if used within the period during which the Company is required to keep the registration statement to which the prospectus relates current pursuant to the terms hereof, or the omission or alleged omission to state therein (if so used) the material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingcompliance. The indemnification agreement contained in this agreement, however, shall not: 1) apply to such losses, claims, damages, liabilities, or actions arising out of, or based upon, any such untrue statement or alleged omission, if such statement or omission was in reliance upon and in conformity with the information furnished in writing to the Company by the Holder for use in the registration statement or any preliminary prospectus or prospectus contained in the registration statement or any amendment thereof or supplement thereto, or 2) inure to the benefit of any underwriter from whom the person asserting any such losses, claims, damages, expenses or liabilities purchased the securities which are the subject thereof (or to the benefit of any person controlling such underwriter), if such underwriter failed to send or give a copy of the prospectus to such person at or prior to the written confirmation of the sale of such securities to such person.

Indemnification of Holder. The In the event that the Company shall registers any of the Warrant Stock under the Securities Act, the Company will indemnify and hold harmless the Holder from and against any and all losses, claims, damages, expenses or liabilities liabilities, to which the Holder may become it becomes subject under the Securities Act, Act or under any other statute or at common lawlaw or otherwise, including any amount paid in settlement of any litigationand, commenced or threatenedexcept as hereinafter provided, if such settlement is effected with will reimburse the written consent of the Company, and to reimburse them Holder for any legal or other expenses reasonably incurred by them it in connection with investigating any claims and or defending any action actions whether or not resulting in any liability, insofar as any such losses, claimclaims, damages, expenses, liabilities or actions arise out of or are based upon 1) any untrue statement or alleged untrue statement of a material fact, fact contained in the registration statement, in any preliminary or amended preliminary prospectus or in the prospectus (or the registration statement relating or prospectus as from time to time amended or supplemented by the sale Company) or arise out of the Option Shares, or any post-effective amendment thereof, or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleadingmisleading or any violation by the Company of any rule or regulation promulgated under the Securities Act applicable to the Company and relating to action or inaction required of the Company in connection with such registration, 2) any unless such untrue statement or alleged untrue statement of a material fact, contained omission was made in a preliminary prospectus, if used prior to the effective date of such registration statement, preliminary or contained in the amended, preliminary prospectus (as amended or supplemented, if the Company shall have filed with the SEC any amendment thereof or supplement thereto), if used within the period during which the Company is required to keep the registration statement to which the prospectus relates current pursuant to the terms hereof, or the omission or alleged omission to state therein (if so used) the material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The indemnification agreement contained in this agreement, however, shall not: 1) apply to such losses, claims, damages, liabilities, or actions arising out of, or based upon, any such untrue statement or alleged omission, if such statement or omission was in reliance upon and in conformity with the information furnished in writing to the Company in connection therewith by the Holder expressly for use therein. Promptly after receipt by the Holder of notice of the commencement of any action in respect of which indemnity may be sought against the Company, the Holder will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel, who shall be counsel reasonably satisfactory to the Holder), and the payment of expenses insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company. The Holder shall have the right to employ separate counsel in any such action and to participate in the registration statement defense thereof but the fees and expenses of such counsel shall not be at the expense of the Company unless representation of the Holder by the counsel retained by the Company would be inappropriate due to actual or potential differing interests between such indemnified party and any preliminary prospectus other party represented by such counsel in such proceeding or prospectus contained in employment of such counsel has been specifically authorized by the registration statement Company. The Company shall not be liable to indemnify any person for any settlement of any such action effected without the Company’s consent, which consent shall not be unreasonably withheld, conditioned or any amendment thereof or supplement thereto, or 2) inure delayed. The failure to deliver written notice to the benefit Company within a reasonable time of the commencement of any underwriter from whom such action, if prejudicial to its ability to defend such action, shall relieve the person asserting any such losses, claims, damages, expenses or liabilities purchased the securities which are the subject thereof (or Company of liability to the benefit Holder under this Section 6.3 to the extent of such prejudice, but the omission so to deliver written notice to the Company will not relieve it of any person controlling such underwriter), if such underwriter failed liability that it may have to send or give a copy of the prospectus to such person at or prior to the written confirmation of the sale of such securities to such personany Holder otherwise than under this Section 6.3.

Indemnification of Holder. The In the event that the Company shall registers any of the Registrable Shares under the Securities Act, to the extent permitted by law, the Company will indemnify and hold harmless the Holder and each underwriter of the Registrable Shares so registered (including any broker or dealer through whom such shares may be sold) and each person, if any, who controls the Holder or any such underwriter within the meaning of Section 15 of the Securities Act from and against any and all losses, claims, damages, expenses or liabilities (or any action in respect thereof), joint or several, to which the Holder may they or any of them become subject under the Securities ActAct or other federal or state law or at common law or otherwise, or any other statute or common lawand, including any amount paid in settlement of any litigationexcept as hereinafter provided, commenced or threatenedwill reimburse the Holder, each such underwriter and each such controlling person, if such settlement is effected with the written consent of the Companyany, and to reimburse them for any legal or other expenses reasonably incurred by them or any of them, as such expenses are incurred, in connection with investigating any claims and or defending any action actions whether or not resulting in any liability, insofar as any such losses, claimclaims, damages, expenses, liabilities or actions arise out of or are based upon 1(i) any untrue statement or alleged untrue statement of a material fact, fact contained in the registration statement, in any preliminary or final prospectus contained therein (or the registration statement relating or prospectus as from time to time amended or supplemented by the sale Company); (ii) arise out of the Option Shares, or any post-effective amendment thereof, or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, 2; or (iii) any violation by the Company of the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), a state securities law or any rule or regulation under the Securities Act, the Exchange Act or any state securities law; provided, however, that the indemnity contained in this Section 1.6(a) will not apply where such untrue statement or alleged untrue statement of a material fact, contained omission was made in a preliminary prospectus, if used prior to the effective date of such registration statement, preliminary or contained in the amended, preliminary prospectus (as amended or supplemented, if the Company shall have filed with the SEC any amendment thereof or supplement thereto), if used within the period during which the Company is required to keep the registration statement to which the prospectus relates current pursuant to the terms hereof, or the omission or alleged omission to state therein (if so used) the material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The indemnification agreement contained in this agreement, however, shall not: 1) apply to such losses, claims, damages, liabilities, or actions arising out of, or based upon, any such untrue statement or alleged omission, if such statement or omission was in reliance upon and in conformity with the information furnished in writing to the Company in connection therewith by the Holder of Registrable Shares, any such underwriter or any such controlling person expressly for use therein. Promptly after receipt by the Holder of Registrable Shares, any underwriter or any controlling person of notice of the commencement of any action in respect of which indemnity may be sought against the Company, the Holder of Registrable Shares, or such underwriter or such controlling person, as the case may be, will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel, who shall be counsel reasonably satisfactory to the Holder of Registrable Shares, such underwriter or such controlling person, as the case may be), and the payment of expenses insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company. The Holder of Registrable Shares, any such underwriter or any such controlling person shall have the right to employ separate counsel in any such action and to participate in the registration statement or any preliminary prospectus or prospectus contained defense thereof in the registration statement event the representation of the Holder, underwriter or controlling person by counsel retained by or on the behalf of the Company would be inappropriate due to conflicts of interest between any amendment such person and any other party represented by such counsel in such proceeding or action, in which case the Company shall pay, as incurred, the fees and expenses of such separate counsel. The Company shall not be liable to indemnify any person under this Section 1.6(a) for any settlement of any such action effected without the Company's consent (which consent shall not be unreasonably withheld). The Company shall not, except with the approval of each party being indemnified under this Section 1.6(a) (which approval will not be unreasonably withheld), consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or supplement thereto, or 2) inure plaintiff to the benefit parties being so indemnified of any underwriter a release from whom the person asserting any such losses, claims, damages, expenses or liabilities purchased the securities which are the subject thereof (or to the benefit of any person controlling such underwriter), if such underwriter failed to send or give a copy of the prospectus all liability in respect to such person at claim or prior to the written confirmation of the sale of such securities to such personlitigation.

Indemnification of Holder. The Company shall will indemnify and hold harmless each Holder, each of its officers and directors and partners, and each person controlling such Holder within the Holder against any and all losses, claims, damages, or liabilities to which the Holder may become subject under meaning of Section 15 of the Securities Act, with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any other statute underwriter within the meaning of Section 15 of the Securities Act, against all actual out-of-pocket expenses, claims, losses, damages or common lawliabilities (or actions in respect thereof), including any amount paid of the foregoing incurred in any litigation or in settlement of any litigation, commenced or threatened, if such settlement is effected with the written consent of the Company, and to reimburse them for any legal or other expenses incurred by them in connection with investigating any claims and defending any action insofar as any such losses, claim, damages, liabilities or actions arise arising out of or are based upon 1) on any untrue statement (or alleged untrue statement statement) of a material fact, fact contained in the any registration statement relating to the sale of the Option Sharesstatement, prospectus, preliminary prospectus, offering circular or other document, or any post-effective amendment thereofor supplement thereto, incident to any such registration, qualification or compliance, or the based on any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, 2) any untrue statement or alleged untrue statement of a material fact, contained in a preliminary prospectus, if used prior to the effective date of such registration statement, or contained in the prospectus (as amended or supplemented, if the Company shall have filed with the SEC any amendment thereof or supplement thereto), if used within the period during which the Company is required to keep the registration statement to which the prospectus relates current pursuant to the terms hereof, or the omission or alleged omission to state therein (if so used) the material fact necessary in order to make the statements therein, in light of the circumstances under in which they were made, not misleading. The indemnification , or any violation or any alleged violation by the Company of the Securities Act or the Exchange Act or any state securities law, or of any rule or regulation promulgated under any 6 - REGISTRATION RIGHTS AGREEMENT PDX/112816/141153/DLH/1395262.1 of the foregoing applicable to the Company in connection with any such registration, qualification or compliance, and the Company will reimburse each such Holder, each of its officers and directors, and each person controlling such Holder, each such underwriter and each person who controls any such underwriter, for any legal and any other actual out-of-pocket expenses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, as such expenses are incurred; provided, however, that the indemnity agreement contained in this agreement, however, Section 5.1 shall not: 1) not apply to such losses, claims, damages, liabilities, or actions arising out of, or based upon, amounts paid in settlement of any such matter if the settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld; and provided further that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission or alleged untrue statement or omission, if such statement or omission was made in reliance upon and in conformity with the written information furnished in writing to the Company by the Holder such Holder, controlling person or underwriter specifically for use in the registration statement or any preliminary prospectus or prospectus contained in the registration statement or any amendment thereof or supplement thereto, or 2) inure to the benefit of any underwriter from whom the person asserting any such losses, claims, damages, expenses or liabilities purchased the securities which are the subject thereof (or to the benefit of any person controlling such underwriter), if such underwriter failed to send or give a copy of the prospectus to such person at or prior to the written confirmation of the sale of such securities to such persontherein.

Indemnification of Holder. The In the event that the Company shall registers any of the Warrant Stock under the Securities Act, the Company will indemnify and hold harmless the Holder from and against any and all losses, claims, damages, expenses or liabilities liabilities, to which the Holder may become it becomes subject under the Securities Act, Act or under any other statute or at common lawlaw or otherwise, including any amount paid in settlement of any litigationand, commenced or threatenedexcept as hereinafter provided, if such settlement is effected with will reimburse the written consent of the Company, and to reimburse them Holder for any legal or other expenses reasonably incurred by them it in connection with investigating any claims and or defending any action actions whether or not resulting in any liability, insofar as any such losses, claimclaims, damages, expenses, liabilities or actions arise out of or are based upon 1) any untrue statement or alleged untrue statement of a material fact, fact contained in the registration statement, in any preliminary or amended preliminary prospectus or in the prospectus (or the registration statement relating or prospectus as from time to time amended or supplemented by the sale Company) or arise out of the Option Shares, or any post-effective amendment thereof, or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleadingmisleading or any violation by the Company of any rule or regulation promulgated under the Securities Act applicable to the Company and relating to action or inaction required of the Company in connection with such registration, 2) any unless such untrue statement or alleged untrue statement of a material fact, contained omission was made in a preliminary prospectus, if used prior to the effective date of such registration statement, preliminary or contained in the amended, preliminary prospectus (as amended or supplemented, if the Company shall have filed with the SEC any amendment thereof or supplement thereto), if used within the period during which the Company is required to keep the registration statement to which the prospectus relates current pursuant to the terms hereof, or the omission or alleged omission to state therein (if so used) the material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The indemnification agreement contained in this agreement, however, shall not: 1) apply to such losses, claims, damages, liabilities, or actions arising out of, or based upon, any such untrue statement or alleged omission, if such statement or omission was in reliance upon and in conformity with the information furnished in writing to the Company in connection therewith by the Holder expressly for use therein. Promptly after receipt by the Holder of notice of the commencement of any action in respect of which indemnity may be sought against the Company, the Holder will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel, who shall be counsel reasonably satisfactory to the Holder), and the payment of expenses insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company. The Holder shall have the right to employ separate counsel in any such action and to participate in the registration statement or defense thereof but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any preliminary prospectus or prospectus contained in the registration statement or person for any amendment thereof or supplement thereto, or 2) inure to the benefit settlement of any underwriter from whom such action effected without the person asserting any such losses, claims, damages, expenses or liabilities purchased the securities which are the subject thereof (or to the benefit of any person controlling such underwriter), if such underwriter failed to send or give a copy of the prospectus to such person at or prior to the written confirmation of the sale of such securities to such personCompany's consent.

Indemnification of Holder. The In the event that the Company shall registers any of the Warrant Stock under the Securities Act, the Company will indemnify and hold harmless the Holder from and against any and all losses, claims, damages, expenses or liabilities to which the Holder may become it becomes subject under the Securities Act, Act or under any other statute or at common lawlaw or otherwise, including any amount paid in settlement of any litigationand, commenced or threatenedexcept as hereinafter provided, if such settlement is effected with will reimburse the written consent of the Company, and to reimburse them Holder for any legal or other expenses reasonably incurred by them it in connection with investigating any claims and or defending any action actions whether or not resulting in any liability, insofar as any such losses, claimclaims, damages, expenses, liabilities or actions arise out of or are based upon 1) any untrue statement or alleged untrue statement of a material fact, fact contained in the registration statement, in any preliminary or amended preliminary prospectus or in the prospectus (or the registration statement relating or prospectus as from time to time amended or supplemented by the sale Company) or arise out of the Option Shares, or any post-effective amendment thereof, or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleadingmisleading or any violation by the Company of any rule or regulation promulgated under the Securities Act applicable to the Company and relating to action or inaction required of the Company in connection with such registration, 2) any unless such untrue statement or alleged untrue statement of a material fact, contained omission was made in a preliminary prospectus, if used prior to the effective date of such registration statement, preliminary or contained in the amended, preliminary prospectus (as amended or supplemented, if the Company shall have filed with the SEC any amendment thereof or supplement thereto), if used within the period during which the Company is required to keep the registration statement to which the prospectus relates current pursuant to the terms hereof, or the omission or alleged omission to state therein (if so used) the material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The indemnification agreement contained in this agreement, however, shall not: 1) apply to such losses, claims, damages, liabilities, or actions arising out of, or based upon, any such untrue statement or alleged omission, if such statement or omission was in reliance upon and in conformity with the information furnished in writing to the Company in connection therewith by the Holder expressly for use therein. Promptly after receipt by the Holder of notice of the commencement of any action in respect of which indemnity may be sought against the Company, the Holder will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel, who shall be counsel reasonably satisfactory to the Holder), and the payment of expenses insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company. The Holder shall have the right to employ separate counsel in any such action and to participate in the registration statement or defense thereof but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any preliminary prospectus or prospectus contained in the registration statement or person for any amendment thereof or supplement thereto, or 2) inure to the benefit settlement of any underwriter from whom such action effected without the person asserting any such losses, claims, damages, expenses or liabilities purchased the securities which are the subject thereof (or to the benefit of any person controlling such underwriter), if such underwriter failed to send or give a copy of the prospectus to such person at or prior to the written confirmation of the sale of such securities to such personCompany’s consent.

Indemnification of Holder. The In the event that the Company shall registers any of the Registrable Shares under the Act, the Company will indemnify and hold harmless the Holder Holder, its officers, directors, managers, employees, members, shareholders, agents, controlling persons and underwriters, from and against any and all losses, claims, damages, expenses or liabilities liabilities, to which the Holder may become it becomes subject under the Securities Act, Act or under any other statute or at common lawlaw or otherwise, including any amount paid in settlement of any litigationand, commenced or threatenedexcept as hereinafter provided, if such settlement is effected with will reimburse the written consent of the Company, and to reimburse them Holder for any legal or other expenses reasonably incurred by them it in connection with investigating any claims and or defending any action actions whether or not resulting in any liability, insofar as any such losses, claimclaims, damages, expenses, liabilities or actions arise out of or are based upon 1) any untrue statement or alleged untrue statement of a material fact, fact contained in the registration statement relating Registration Statement, in any preliminary or amended preliminary prospectus or in the prospectus (or the Registration Statement or prospectus as from time to time amended or supplemented by the sale Company) or arise out of the Option Shares, or any post-effective amendment thereof, or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleadingmisleading or any violation by the Company of any rule or regulation promulgated under the Act applicable to the Company and relating to action or inaction required of the Company in connection with such registration, 2) unless such untrue statement or omission was made in such registration statement, preliminary or amended, preliminary prospectus or prospectus in reliance upon and in conformity with information furnished in writing to the Company in connection therewith by the Holder expressly for use therein (each, a "Holder Disclosure Responsibility" and, collectively, the "Holder Disclosure Matters"); provided, however, that Holder will indemnify and hold harmless the Company, its officers, directors, employees, shareholders, agents, controlling persons and underwriters, from and against any and all losses, claims, damages, expenses or liabilities, to which it becomes subject under the Act or under any other statute or at common law or otherwise and, except as hereinafter provided, will reimburse the Company for any legal or other expenses reasonably incurred by it in connection with investigating or defending any actions, whether or not resulting in any liability, insofar as such losses, claims, damages, expenses liabilities or actions arise out of or are based upon one or more Holder Disclosure Matters and any untrue statement or alleged untrue statement of a material fact, fact contained in a preliminary prospectus, if used prior to the effective date of such registration statement, or contained in the prospectus (as amended or supplemented, if the Company shall have filed with the SEC any amendment thereof or supplement thereto), if used within the period during which the Company is required to keep the registration statement to which the prospectus relates current pursuant to the terms hereof, Registration Statement or the omission or alleged omission to state therein (if so used) the a material fact necessary in order required to make the statements be stated therein, in light of the circumstances under which they were made, not misleading. The indemnification agreement contained in this agreement, however, shall not: 1) apply to such losses, claims, damages, liabilities, or actions arising out of, or based upon, any such untrue statement or alleged omission, if such statement or omission was in reliance upon and in conformity with the information furnished in writing to the Company by the Holder for use in the registration statement or any preliminary prospectus or prospectus contained in the registration statement or any amendment thereof or supplement thereto, or 2) inure to the benefit of any underwriter from whom the person asserting any such losses, claims, damages, expenses or liabilities purchased the securities which are the subject thereof (or to the benefit of any person controlling such underwriter), if such underwriter failed to send or give a copy of the prospectus to such person at or prior to the written confirmation of the sale of such securities to such person.

Indemnification of Holder. The In the event that the Company shall registers any of the Warrant Stock under the Securities Act, the Company will indemnify and hold harmless the Holder Holder, it officers, directors, employees, shareholders, agents, controlling persons and underwriters, from and against any and all losses, claims, damages, expenses or liabilities liabilities, to which the Holder may become it becomes subject under the Securities Act, Act or under any other statute or at common lawlaw or otherwise, including any amount paid in settlement of any litigationand, commenced or threatenedexcept as hereinafter provided, if such settlement is effected with will reimburse the written consent of the Company, and to reimburse them Holder for any legal or other expenses reasonably incurred by them it in connection with investigating any claims and or defending any action actions whether or not resulting in any liability, insofar as any such losses, claimclaims, damages, expenses, liabilities or actions arise out of or are based upon 1) any untrue statement or alleged untrue statement of a material fact, fact contained in the registration statement, in any preliminary or amended preliminary prospectus or in the prospectus (or the registration statement relating or prospectus as from time to time amended or supplemented by the sale Company) or arise out of the Option Shares, or any post-effective amendment thereof, or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleadingmisleading or any violation by the Company of any rule or regulation promulgated under the Securities Act applicable to the Company and relating to action or inaction required of the Company in connection with such registration, 2) any unless such untrue statement or alleged untrue statement of a material fact, contained omission was made in a preliminary prospectus, if used prior to the effective date of such registration statement, preliminary or contained in the amended, preliminary prospectus (as amended or supplemented, if the Company shall have filed with the SEC any amendment thereof or supplement thereto), if used within the period during which the Company is required to keep the registration statement to which the prospectus relates current pursuant to the terms hereof, or the omission or alleged omission to state therein (if so used) the material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The indemnification agreement contained in this agreement, however, shall not: 1) apply to such losses, claims, damages, liabilities, or actions arising out of, or based upon, any such untrue statement or alleged omission, if such statement or omission was in reliance upon and in conformity with the information furnished in writing to the Company in connection therewith by the Holder expressly for use therein. Promptly after receipt by the Holder of notice of the commencement of any action in respect of which indemnity may be sought against the Company, the Holder will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel, who shall be counsel reasonably satisfactory to the Holder), and the payment of expenses insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company. The Holder shall have the right to employ separate counsel in any such action and to participate in the registration statement or defense thereof but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any preliminary prospectus or prospectus contained in the registration statement or person for any amendment thereof or supplement thereto, or 2) inure to the benefit settlement of any underwriter from whom such action effected without the person asserting any such losses, claims, damages, expenses or liabilities purchased the securities which are the subject thereof (or to the benefit of any person controlling such underwriter), if such underwriter failed to send or give a copy of the prospectus to such person at or prior to the written confirmation of the sale of such securities to such personCompany’s consent.

Indemnification of Holder. The Company shall indemnify and hold harmless the Holder against any and all losses, claims, damages, or liabilities to which the Holder may become subject under the Securities Act, or any other statute or common law, including any amount paid in settlement of any litigation, commenced or threatened, if such settlement is effected with the written consent of the Company, and to reimburse them for any legal or other expenses incurred by them in connection with investigating any claims and defending any action insofar as any such losses, claim, damages, liabilities or actions arise out of or are based upon 1) any untrue statement or alleged untrue statement of a material fact, contained in the registration statement relating to the sale of the Option Warrant Shares, or any post-effective amendment thereof, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, 2) any untrue statement or alleged untrue statement of a material fact, contained in a preliminary prospectus, if used prior to the effective date of such registration statement, or contained in the prospectus (as amended or supplemented, if the Company shall have filed with the SEC any amendment thereof or supplement thereto), if used within the period during which the Company is required to keep the registration statement to which the prospectus relates current pursuant to the terms hereof, or the omission or alleged omission to state therein (if so used) the material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The indemnification agreement contained in this agreement, however, shall not: 1) apply to such losses, claims, damages, liabilities, or actions arising out of, or based upon, any such untrue statement or alleged omission, if such statement or omission was in reliance upon and in conformity with the information furnished in writing to the Company by the Holder for use in the registration statement or any preliminary prospectus or prospectus contained in the registration statement or any amendment thereof or supplement thereto, or 2) inure to the benefit of any underwriter from whom the person asserting any such losses, claims, damages, expenses or liabilities purchased the securities which are the subject thereof (or to the benefit of any person controlling such underwriter), if such underwriter failed to send or give a copy of the prospectus to such person at or prior to the written confirmation of the sale of such securities to such person.

Indemnification of Holder. The In the event that the Company shall registers any of your Shares under the Securities Act pursuant to section 9.01, the Company will indemnify and hold you harmless the Holder from and against any and all losses, claims, damages, expenses or liabilities liabilities, to which the Holder may you become subject under the Securities Act, Act or under any other statute or at common lawlaw or otherwise, including any amount paid in settlement of any litigationand, commenced or threatenedexcept as hereinafter provided, if such settlement is effected with the written consent of the Company, and to will reimburse them you for any legal or other expenses reasonably incurred by them you in connection with investigating any claims and or defending any action actions whether or not resulting in any liability, insofar as any such losses, claimclaims, damages, expenses, liabilities or actions arise out of or are based upon 1) any untrue statement or alleged untrue statement of a material fact, fact contained in the registration statement, in any preliminary or amended preliminary prospectus or in the prospectus (or the registration statement relating or prospectus as from time to time amended or supplemented by the sale Company) or arise out of the Option Shares, or any post-effective amendment thereof, or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleadingmisleading or any violation by the Company of any rule or regulation promulgated under the Securities Act applicable to the Company and relating to action or inaction required of the Company in connection with such registration, 2) any unless such untrue statement or alleged untrue statement of a material fact, contained omission was made in a preliminary prospectus, if used prior to the effective date of such registration statement, preliminary or contained in the amended, preliminary prospectus (as amended or supplemented, if the Company shall have filed with the SEC any amendment thereof or supplement thereto), if used within the period during which the Company is required to keep the registration statement to which the prospectus relates current pursuant to the terms hereof, or the omission or alleged omission to state therein (if so used) the material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The indemnification agreement contained in this agreement, however, shall not: 1) apply to such losses, claims, damages, liabilities, or actions arising out of, or based upon, any such untrue statement or alleged omission, if such statement or omission was in reliance upon and in conformity with the information furnished in writing to the Company in connection therewith by you in your capacity as a selling shareholder and not otherwise expressly for use therein in such capacity. Promptly after receipt by you of notice of the commencement of any action in respect of which indemnity may be sought against the Company, you will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel, who shall be counsel reasonably satisfactory to you), and the payment of expenses insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company. You shall have the right to employ separate counsel in any such action and to participate in the defense thereof but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Holder Company. The Company shall not be liable to indemnify you for use in the registration statement or any preliminary prospectus or prospectus contained in the registration statement or any amendment thereof or supplement thereto, or 2) inure to the benefit settlement of any underwriter from whom such action effected without the person asserting any such losses, claims, damages, expenses Company's consent which shall not be unreasonably withheld or liabilities purchased the securities which are the subject thereof (or to the benefit of any person controlling such underwriter), if such underwriter failed to send or give a copy of the prospectus to such person at or prior to the written confirmation of the sale of such securities to such persondelayed.