Common use of Indemnification of Holders Clause in Contracts

Indemnification of Holders. In the event that the Company registers any of the Registrable Shares under the Securities Act, the Company will indemnify and hold harmless each Holder of the Registrable Shares so registered, each of such Holder’s Affiliates (including without limitation each person, if any, who controls such Holder within the meaning of Section 15 of the Securities Act), and each of such Holders’ and such Affiliates’ respective officers, directors, employees, partners, agents and members, from and against any and all losses, claims, damages, expenses or liabilities (or any action in respect thereof), joint or several, to which they or any of them become subject under 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 (collectively, “Applicable Securities Laws”), and, except as hereinafter provided, will reimburse each such Holder, each such Affiliate and each such officer, director, employee, partner, agent or member, if any, for any legal or other expenses reasonably incurred by them or any of them, as such expenses are incurred, in connection with investigating, preparing 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 (i) any untrue statement or alleged untrue statement of a material fact contained in the 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 Company); (ii) 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; or (iii) any violation by the Company of Applicable Securities Laws in connection with such registration; provided, however, that the indemnity contained in this Section 2.5(a) will not apply where 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 such Holder of Registrable Shares or any such controlling person expressly for use therein. Notwithstanding the foregoing, the Company will not be required to indemnify any of the foregoing persons from and against any and all losses, claims, damages, expenses or liabilities (or any action in respect thereof) if such untrue statement or omission was made in such registration statement, preliminary or amended, preliminary prospectus or prospectus and was corrected in a subsequent prospectus that was required by law to be delivered to the person making the claim with respect to which indemnification is sought hereunder, and such subsequent prospectus was made available by the Company to permit delivery of such prospectus in a timely manner by the Holder to the proposed purchaser, and such subsequent prospectus was so delivered to the Holder making the claim for indemnification and such Holder failed to deliver such corrected prospectus. Promptly after receipt by any Holder of Registrable Shares or any controlling person of notice of the commencement of any action in respect of which indemnity may be sought against the Company, such Holder of Registrable Shares, 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 such Holder of Registrable Shares, 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. Such Holder of Registrable Shares or any such controlling person shall have the right to employ separate counsel in any such action and to participate in the defense thereof in the event the representation of such Holder or controlling person by counsel retained by or on the behalf of the Company would be inappropriate due to conflicts of interest between any 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 2.5(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 2.5(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 plaintiff to the parties being so indemnified of a release from all liability in respect to such claim or litigation.

Indemnification of Holders. In the event that the Company registers any of the Registrable Shares under the Securities Act, the Company will indemnify and hold harmless each Holder and each underwriter of the Registrable Shares so registered, each of such Holder’s Affiliates registered (including without limitation any broker or dealer through whom such shares may be sold) and each person, if any, who controls such Holder within the meaning of the Securities Act or any such underwriter within the meaning of Section 15 of the Securities Act), and each of such Holders’ and such Affiliates’ respective officers, directors, employees, partners, agents and members, Act from and against any and all losses, claims, damages, expenses or liabilities (or any action in respect thereof), joint or several, to which they or any of them become subject under the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a state securities or under any other statute or at common law or any rule or regulation under the Securities Act, the Exchange Act or any state securities law (collectively, “Applicable Securities Laws”)otherwise, and, except as hereinafter provided, will reimburse each such Holder, each such Affiliate underwriter and each such officer, director, employee, partner, agent or membercontrolling person, if any, for any legal or other expenses reasonably incurred by them or any of them, as such expenses are incurred, in connection with investigating, preparing defending, or defending settling 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 (i) any untrue statement or alleged untrue statement of a material fact contained in the 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 Company); (ii) arise out of 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; or (iii) any violation by the Company of Applicable the Securities Laws in connection with such registrationAct, 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 2.5(a2.3(a) will not apply where 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 such Holder of Registrable Shares Shares, any such underwriter or any such controlling person expressly for use therein. Notwithstanding the foregoing, the Company will not be required to indemnify any of the foregoing persons from and against any and all losses, claims, damages, expenses or liabilities (or any action in respect thereof) if such untrue statement or omission was made in such registration statement, preliminary or amended, preliminary prospectus or prospectus and was corrected in a subsequent prospectus that was required by law to be delivered to the person making the claim with respect to which indemnification is sought hereunder, and such subsequent prospectus was made available by the Company to permit delivery of such prospectus in a timely manner by the Holder to the proposed purchaser, and such subsequent prospectus was so delivered to the Holder making the claim for indemnification and such Holder failed to deliver such corrected prospectus. Promptly after receipt by any Holder of Registrable Shares 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, such 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 such 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. Such Holder of Registrable Shares 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 defense thereof in the event the representation of such Holder 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 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 2.5(a2.3(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 2.5(a2.3(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 plaintiff to the parties being so indemnified of a release from all liability in respect to such claim or litigation.

Indemnification of Holders. In the event that the Company registers any of the Registrable Shares Securities under the Securities Act, the Company will will, to the extent permitted by law, indemnify and hold harmless each Holder Holder, its legal counsel and independent accountants, and each of their officers, directors and partners, and each underwriter of the Registrable Shares Securities so registered, each of such Holder’s Affiliates registered (including without limitation any broker or dealer through whom such shares may be sold) and each person, if any, who controls such Holder or any such underwriter within the meaning of Section 15 of the Securities Act), and each of such Holders’ and such Affiliates’ respective officers, directors, employees, partners, agents and members, Act from and against any and all losses, claims, damages, expenses or liabilities (or any action in respect thereof), joint or several, to which they or any of them become subject under the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a state securities or under any other statute or at common law or any rule or regulation under the Securities Act, the Exchange Act or any state securities law (collectively, “Applicable Securities Laws”)otherwise, and, except as hereinafter provided, will reimburse each such Holder, each such Affiliate underwriter and each such officer, director, employee, partner, agent or membercontrolling person, if any, for any legal or other expenses reasonably incurred by them or any of them, as such expenses are incurred, in connection with investigating, preparing 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 (i) any untrue statement or alleged untrue statement of a material fact contained in the 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 Company); (ii) arise out of 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; or (iii) any violation by the Company of Applicable the Securities Laws in connection with such registrationAct, 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 2.5(a2.4(a) will not apply where 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 such Holder of Registrable Shares Securities, any such underwriter or any such controlling person expressly for use therein. Notwithstanding the foregoing, the Company will not be required to indemnify any of the foregoing persons from and against any and all losses, claims, damages, expenses or liabilities (or any action in respect thereof) if such untrue statement or omission was made in such registration statement, preliminary or amended, preliminary prospectus or prospectus and was corrected in a subsequent prospectus that was required by law to be delivered to the person making the claim with respect to which indemnification is sought hereunder, and such subsequent prospectus was made available by the Company to permit delivery of such prospectus in a timely manner by the Holder to the proposed purchaser, and such subsequent prospectus was so delivered to the Holder making the claim for indemnification and such Holder failed to deliver such corrected prospectus. Promptly after receipt by any Holder of Registrable Shares Securities, 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, such Holder of Registrable SharesSecurities, 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 such Holder of Registrable SharesSecurities, 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. Such Holder of Registrable Shares Securities, 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 defense thereof in the event the representation of such Holder 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 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 one (1) such separate counsel. The Company shall not be liable to indemnify any person under this Section 2.5(a2.4(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 2.5(a2.4(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 plaintiff to the parties being so indemnified of a release from all liability in respect to such claim or litigation.

Indemnification of Holders. In (a) Subject to the event that the Company registers conditions set forth below, in connection with any registration of the Registrable Shares under the Securities Actpursuant hereto, the Company will agrees to indemnify and hold harmless each Holder of the Registrable Shares so registeredand any underwriters, each of such Holder’s Affiliates (including without limitation each personselling brokers, if anydealer managers and similar securities industry professionals participating in a distribution covered by a registration statement, who controls such Holder within the meaning of Section 15 of the Securities Act), and each of such Holders’ and such Affiliates’ their respective officers, directorsdirectors and affiliates (collectively, employees, partners, agents and members, from and the "Indemnitees"): (i) against any and all losses, claims, damages, expenses damages or liabilities (or any action in respect thereof)liabilities, joint or several, to which they and expenses whatsoever arising out of or based upon (including, but not limited to, any of them become subject under 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 (collectively, “Applicable Securities Laws”), and, except as hereinafter provided, will reimburse each such Holder, each such Affiliate and each such officer, director, employee, partner, agent or member, if any, for any legal or other expenses all expense whatsoever reasonably incurred by them or any of them, as such expenses are incurred, the Indemnities in connection with investigating, preparing or defending any actions whether litigation, commenced or not resulting in threatened, or any liability, insofar as such losses, claims, damages, expenses, liabilities or actions arise out of or are claim whatsoever based upon or arising out of) (iA) any untrue statement or alleged untrue statement of a material fact contained in the registration statement, in any preliminary prospectus, or amended preliminary prospectus any amendment or in the prospectus (or supplement thereto, the registration statement or the prospectus (each as from time to time amended and supplemented), or supplemented in any application or other document executed by the Company or based upon written information furnished by the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or otherwise incident to the registration or the qualification of the Common Stock under the Securities Act or any state securities laws applicable to the Company); or (iiB) the omission or alleged omission from any item referred to state therein in the preceding clause of a material fact required to be stated therein or necessary in order to make the statements therein not misleading; or (iiiC) any other violation or alleged violation of applicable federal or state law, rule or regulation relating to action or inaction by the Company of Applicable Securities Laws in connection with any such registrationregistration or qualification; provided, however, that with respect to an Indemnitee, the indemnity agreement contained in this Section 2.5(a) will herein shall not apply where to any loss, claim, damage, liability or action of or involving such Indemnitee arising out of or based upon any untrue or alleged untrue statement or omission was made in such registration statement, preliminary or amended, preliminary prospectus or prospectus in reliance upon and in conformity with any information furnished in writing to the Company in connection therewith by such Holder of Registrable Shares or any such controlling person Indemnitee expressly for use therein. Notwithstanding ; (ii) subject to the foregoingproviso contained in subsection (i) above, the Company will not be required to indemnify any of the foregoing persons from and against any and all losses, claims, damagesdamages and liabilities, joint or several, and expenses whatsoever to the extent of the aggregate amount paid in settlement of any litigation, commenced or liabilities (threatened, or of any action in respect thereof) if claim whatsoever based upon any such untrue statement or omission was made or any such alleged untrue statement or omission (including, but not limited to, any and all expenses whatsoever reasonably incurred by the Indemnitees or their respective counsel in investigating, preparing or defending against any such registration statementlitigation or claim) if such settlement is effected with the written consent of the Company which consent shall not be unreasonably withheld. (b) The Company will enter into an underwriting agreement and other agreements with the underwriter or underwriters for any offering registered under the Securities Act pursuant to this Agreement and with the Holders selling Registrable Securities pursuant to such offering, preliminary or amended, preliminary prospectus or prospectus and was corrected in a subsequent prospectus that was required by law to be delivered to the person making the claim such underwriting agreement and other agreements shall contain customary provisions with respect to indemnification which shall, at a minimum, provide the indemnification is sought hereunder, and such subsequent prospectus was made available set forth above. (c) The procedure for indemnification by the Company to permit delivery of such prospectus in a timely manner by the Holder to the proposed purchaser, and such subsequent prospectus was so delivered to the Holder making the claim for indemnification and such Holder failed to deliver such corrected prospectus. Promptly after receipt by any Holder of Registrable Shares or any controlling person of notice of the commencement of under this Section 9 shall be as follows: (i) if any action or proceeding (including any governmental investigation or inquiry) shall be brought or asserted against an Indemnitee in respect of which indemnity may be sought against from the Company, such Holder of Registrable Shares, or such controlling person, as the case may be, will Indemnitee shall promptly notify the Company in writing of the commencement thereofwriting, and, subject to the provisions hereinafter stated, and the Company shall be entitled to assume the defense of such action (thereof, including the employment of counsel, who shall be counsel reasonably satisfactory to such Holder of Registrable Shares, or such controlling person, as the case may be), Indemnitee and the payment of all reasonable expenses insofar related thereto (including those of such counsel), by delivering written notice of its election to do so within fifteen (15) days following receipt of notice from such Indemnitee; provided that the failure of the Indemnitee to give the Company prompt notice as provided herein shall not relieve the Company of its indemnification obligations hereunder except to the extent, if any, the Company shall have been prejudiced thereby. (ii) such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company. Such Holder of Registrable Shares or any such controlling person Indemnitee shall have the right to employ separate counsel in any such action and to participate in the defense thereof in the event the representation of such Holder or controlling person by counsel retained by or on the behalf of the Company would be inappropriate due to conflicts of interest between any such person and any other party represented by such counsel in such proceeding or actionthereof, in which case the Company shall pay, as incurred, but the fees and expenses of such separate counselcounsel shall be the expense of such Indemnitee unless (A) the Company has agreed to pay such fees and expenses, or (B) the Company has failed to assume the defense of such action or proceeding by delivering the notice referred to in subsection (i) hereof or (C) the Company has failed to employ counsel reasonably satisfactory to the Indemnitee within ten (10) days after the Company has elected to assume the defense of such action pursuant to subsection (i) hereof, or if such counsel has been employed by the Company, at (iii) if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the expense of the Company as permitted by the provisions of the preceding subsection (ii), the Company shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnitee. The foregoing notwithstanding, the Company shall not be liable to indemnify for the reasonable fees and expenses of more than one (1) separate firm of attorneys at any person under this Section 2.5(atime for such Indemnitee and any other Indemnitee (which firm shall be designated in writing by such Indemnitee) for in connection with any settlement of any one such action effected without or proceeding or separate but substantially similar or related actions or proceedings in the Company’s consent (which consent shall not be unreasonably withheld). The Company shall not, except with same jurisdiction arising out of the approval of each party being indemnified under this Section 2.5(a) (which approval will not be unreasonably withheld), consent to entry of any judgment same general allegations or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to the parties being so indemnified of a release from all liability in respect to such claim or litigationcircumstances.

Indemnification of Holders. In the event that the Company registers any of the Registrable Shares under the Securities Act, the Company will indemnify and hold harmless each Holder and each underwriter of the Registrable Shares so registered, each of such Holder’s Affiliates registered (including without limitation any broker or dealer through which such shares may be sold) and each person, if any, who controls such Holder or any such underwriter within the meaning of Section 15 of the Securities Act), and each of such Holders’ and such Affiliates’ respective officers, directors, employees, partners, agents and members, Act from and against any and all losses, claims, damages, expenses or liabilities (or any action in respect thereof), joint or several, to which they or any of them become subject under the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a state securities or under any other statute or at common law or any rule or regulation under the Securities Act, the Exchange Act or any state securities law (collectively, “Applicable Securities Laws”)otherwise, and, except as hereinafter provided, will reimburse each such Holder, each such Affiliate underwriter and each such officer, director, employee, partner, agent or membercontrolling person, if any, for any legal or other expenses reasonably incurred by them or any of them, as such expenses are incurred, in connection with investigating, preparing 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 (i) any untrue statement or alleged untrue statement of a material fact contained in the 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 Company); (ii) the any 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; or (iii) any violation by the Company of Applicable the Securities Laws in connection with such registrationAct, 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 2.5(a2.4(a) will not apply where 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 such Holder of Registrable Shares Shares, any such underwriter or any such controlling person expressly for use therein. Notwithstanding the foregoing, the Company will not be required to indemnify any therein or arises from such Holder's breach of the foregoing persons from and against any and all losses, claims, damages, expenses or liabilities (or any action in respect thereof) if such untrue statement or omission was made in such registration statement, preliminary or amended, preliminary prospectus or prospectus and was corrected in a subsequent prospectus that was required by law to be delivered to the person making the claim with respect to which indemnification is sought hereunder, and such subsequent prospectus was made available by the Company to permit delivery of such prospectus in a timely manner by the Holder to the proposed purchaser, and such subsequent prospectus was so delivered to the Holder making the claim for indemnification and such Holder failed to deliver such corrected prospectusits obligations under this Agreement. Promptly after receipt by any Holder of Registrable Shares 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, such 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 such 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. Such Holder of Registrable Shares 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 defense thereof in the event the representation of such Holder 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 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 reasonable fees and expenses of such separate counsel. The Company shall not be liable to indemnify any person under this Section 2.5(a2.4(a) for any settlement of any such action effected without the Company’s '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 2.5(a2.4(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 plaintiff to the parties being so indemnified of a release from all liability in respect to such claim or litigation.

Indemnification of Holders. In the event that the Company registers any of the Registrable Shares Securities under the Securities Act, the Company will indemnify and hold harmless each Holder Holder, the partners, officers and directors of each Holder, and each underwriter of the Registrable Shares Securities so registered, each of such Holder’s Affiliates registered (including without limitation any broker or dealer through whom such shares may be sold) and each person, if any, who controls such Holder or any such underwriter within the meaning of Section 15 of the Securities Act), and each of such Holders’ and such Affiliates’ respective officers, directors, employees, partners, agents and members, Act from and against any and all losses, claims, damages, expenses or liabilities (or any action in respect thereof), joint or several, to which they or any of them become subject under the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a state securities or under any other statute or at common law or any rule or regulation under the Securities Act, the Exchange Act or any state securities law (collectively, “Applicable Securities Laws”)otherwise, and, except as hereinafter provided, will reimburse each such Holder, the partners, officers and directors of such Holder, each such Affiliate underwriter and each such officer, director, employee, partner, agent or membercontrolling person, if any, for any legal or other expenses reasonably incurred by them or any of them, as such expenses are incurred, in connection with investigating, preparing 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 (i) any untrue statement or alleged untrue statement of a material fact contained in the 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 Company); (ii) 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; misleading or (iii) any violation by the Company of Applicable the Securities Laws in connection with such registrationAct, 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 2.5(a2.3(a) will not apply where 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 such Holder Holder, the partners, officers and directors of Registrable Shares such Holder, any such underwriter or any such controlling person expressly for use therein. Notwithstanding the foregoing, the Company will not be required to indemnify any of the foregoing persons from and against any and all losses, claims, damages, expenses or liabilities (or any action in respect thereof) if such untrue statement or omission was made in such registration statement, preliminary or amended, preliminary prospectus or prospectus and was corrected in a subsequent prospectus that was required by law to be delivered to the person making the claim with respect to which indemnification is sought hereunder, and such subsequent prospectus was made available by the Company to permit delivery of such prospectus in a timely manner by the Holder to the proposed purchaser, and such subsequent prospectus was so delivered to the Holder making the claim for indemnification and such Holder failed to deliver such corrected prospectus. Promptly after receipt by any Holder Holder, the partners, officers and directors of Registrable Shares each Holder, 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, such Holder Holder, the partners, officers and directors of Registrable Sharessuch Holder, 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 such Holder Holder, the partners, officers and directors of Registrable Sharessuch Holder, 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. Such Holder Holder, the partners, officers and directors of Registrable Shares such Holder, 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 defense thereof in the event the representation of such Holder Holder, the partners, officers and directors of such Holder, partner, officer or director of such 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 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 2.5(a2.3(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 2.5(a2.3(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 plaintiff to the parties being so indemnified of a release from all liability in respect to such claim or litigation.

Indemnification of Holders. In the event that the Company registers any of the Registrable Shares under the Securities Act, the Company will indemnify and hold harmless each Holder and each underwriter of the Registrable Shares so registered, each of such Holder’s Affiliates registered (including without limitation any broker or dealer through whom such shares may be sold) and each person, if any, who controls such Holder within the meaning of the Securities Act or any such underwriter within the meaning of Section 15 of the Securities Act), and each of such Holders’ and such Affiliates’ respective officers, directors, employees, partners, agents and members, Act from and against any and all losses, claims, damages, expenses or liabilities (or any action in respect thereof), joint or several, to which they or any of them become subject under the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a state securities or under any other statute or at common law or any rule or regulation under the Securities Act, the Exchange Act or any state securities law (collectively, “Applicable Securities Laws”)otherwise, and, except as hereinafter provided, will reimburse each such Holder, each such Affiliate underwriter and each ConfidentialPage 68/28/2019 such officer, director, employee, partner, agent or membercontrolling person, if any, for any legal or other expenses reasonably incurred by them or any of them, as such expenses are incurred, in connection with investigatinging, preparing defending, or defending settling 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 (i) any untrue statement or alleged untrue statement of a material fact contained in the 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 Company); (ii) arise out of 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; or (iii) any violation by the Company of Applicable the Securities Laws in connection with such registrationAct, 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 2.5(a2.3(a) will not apply where 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 such Holder of Registrable Shares Shares, any such underwriter or any such controlling person expressly for use therein. Notwithstanding the foregoing, the Company will not be required to indemnify any of the foregoing persons from and against any and all losses, claims, damages, expenses or liabilities (or any action in respect thereof) if such untrue statement or omission was made in such registration statement, preliminary or amended, preliminary prospectus or prospectus and was corrected in a subsequent prospectus that was required by law to be delivered to the person making the claim with respect to which indemnification is sought hereunder, and such subsequent prospectus was made available by the Company to permit delivery of such prospectus in a timely manner by the Holder to the proposed purchaser, and such subsequent prospectus was so delivered to the Holder making the claim for indemnification and such Holder failed to deliver such corrected prospectus. Promptly after receipt by any Holder of Registrable Shares 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, such 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 such 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. Such Holder of Registrable Shares 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 defense thereof in the event the representation of such Holder 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 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 2.5(a2.3(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 2.5(a2.3(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 plaintiff to the parties being so indemnified of a release from all liability in respect to such claim or litigation.

Indemnification of Holders. In the event that the Company registers any of the Registrable Shares under the Securities Act, the Company will indemnify and hold harmless each Holder and each underwriter of the Registrable Shares so registered, each of such Holder’s Affiliates registered (including without limitation any broker or dealer through whom such shares may be sold) and each person, if any, who controls such Holder within the meaning of the Securities Act or any such underwriter within the meaning of Section 15 of the Securities Act), and each of such Holders’ and such Affiliates’ respective officers, directors, employees, partners, agents and members, Act from and against any and all losses, claims, damages, expenses or liabilities (or any action in respect thereof), joint or several, to which they or any of them become subject under the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a state securities or under any other statute or at common law or any rule or regulation under the Securities Act, the Exchange Act or any state securities law (collectively, “Applicable Securities Laws”)otherwise, and, except as hereinafter provided, will reimburse each such Holder, such Holder’s directors and officers, each such Affiliate underwriter and each such officer, director, employee, partner, agent or membercontrolling person, if any, for any legal or other expenses reasonably incurred by them or any of them, as such expenses are incurred, in connection with investigating, preparing defending, or defending settling 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 (i) any untrue statement or alleged untrue statement of a material fact contained in the 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 Company); (ii) arise out of 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; or (iii) any violation by the Company of Applicable the Securities Laws in connection with such registrationAct, 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 2.5(a2.3(a) will not apply where 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 such Holder of Registrable Shares Shares, any such underwriter or any such controlling person expressly for use therein. Notwithstanding the foregoing, the Company will not be required to indemnify any of the foregoing persons from and against any and all losses, claims, damages, expenses or liabilities (or any action in respect thereof) if such untrue statement or omission was made in such registration statement, preliminary or amended, preliminary prospectus or prospectus and was corrected in a subsequent prospectus that was required by law to be delivered to the person making the claim with respect to which indemnification is sought hereunder, and such subsequent prospectus was made available by the Company to permit delivery of such prospectus in a timely manner by the Holder to the proposed purchaser, and such subsequent prospectus was so delivered to the Holder making the claim for indemnification and such Holder failed to deliver such corrected prospectus. Promptly after receipt by any Holder of Registrable Shares 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, such 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 such 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. Such Holder of Registrable Shares 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 defense thereof in the event the representation of such Holder 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 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 2.5(a2.3(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 2.5(a2.3(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 plaintiff to the parties being so indemnified of a release from all liability in respect to such claim or litigation.

Indemnification of Holders. In the event that the Company registers any of the Registrable Shares under the Securities Act, the Company will indemnify and hold harmless each Holder and each underwriter of the Registrable Shares so registered, each of such Holder’s Affiliates registered (including without limitation any broker or dealer through which such shares may be sold) and each person, if any, who controls such Holder or any such underwriter within the meaning of Section 15 of the Securities Act), and each of such Holders’ and such Affiliates’ respective officers, directors, employees, partners, agents and members, Act from and against any and all losses, claims, damages, expenses or liabilities (or any action in respect thereof), joint or several, to which they or any of them become subject under the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a state securities or under any other statute or at common law or any rule or regulation under the Securities Act, the Exchange Act or any state securities law (collectively, “Applicable Securities Laws”)otherwise, and, except as hereinafter provided, will reimburse each such Holder, each such Affiliate underwriter and each such officer, director, employee, partner, agent or membercontrolling person, if any, for any legal or other expenses reasonably incurred by them or any of them, as such expenses are incurred, in connection with investigating, preparing 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 (i) any untrue statement or alleged untrue statement of a material fact contained in the 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 Company); (ii) the any 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; or (iii) any violation by the Company of Applicable the Securities Laws in connection with such registrationAct, 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 2.5(a2.3(a) will not apply where 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 such Holder of Registrable Shares Shares, any such underwriter or any such controlling person expressly for use therein. Notwithstanding the foregoing, the Company will not be required to indemnify any therein or arises from such Holder's breach of the foregoing persons from and against any and all losses, claims, damages, expenses or liabilities (or any action in respect thereof) if such untrue statement or omission was made in such registration statement, preliminary or amended, preliminary prospectus or prospectus and was corrected in a subsequent prospectus that was required by law to be delivered to the person making the claim with respect to which indemnification is sought hereunder, and such subsequent prospectus was made available by the Company to permit delivery of such prospectus in a timely manner by the Holder to the proposed purchaser, and such subsequent prospectus was so delivered to the Holder making the claim for indemnification and such Holder failed to deliver such corrected prospectusits obligations under this Agreement. Promptly after receipt by any Holder of Registrable Shares 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, such 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 such 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. Such Holder of Registrable Shares 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 defense thereof in the event the representation of such Holder 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 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 reasonable fees and expenses of such separate counsel. The Company shall not be liable to indemnify any person under this Section 2.5(a2.3(a) for any settlement of any such action effected without the Company’s '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 2.5(a2.3(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 plaintiff to the parties being so indemnified of a release from all liability in respect to such claim or litigation.

Indemnification of Holders. In the event that the Company registers any of the Registrable Shares under the Securities Act, the Company will indemnify and hold harmless each Holder and each underwriter of the Registrable Shares so registered, each of such Holder’s Affiliates registered (including without limitation any broker or dealer through which such shares may be sold) and each person, if any, who controls such Holder or any such underwriter within the meaning of Section 15 of the Securities Act), and each of such Holders’ and such Affiliates’ respective officers, directors, employees, partners, agents and members, Act from and against any and all losses, claims, damages, expenses or liabilities (or any action in respect thereof), joint or several, to which they or any of them become subject under the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a state securities or under any other statute or at common law or any rule or regulation under the Securities Act, the Exchange Act or any state securities law (collectively, “Applicable Securities Laws”)otherwise, and, except as hereinafter provided, will reimburse each such Holder, each such Affiliate underwriter and each such officer, director, employee, partner, agent or membercontrolling person, if any, for any legal or other expenses reasonably incurred by them or any of them, as such expenses are incurred, in connection with investigating, preparing 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 (i) any untrue statement or alleged untrue statement of a material fact contained in the 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 Company); (ii) arise out of 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; or (iii) any violation by the Company of Applicable the Securities Laws in connection with such registrationAct, 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 2.5(a2(d)(i) will not apply where 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 such Holder of Registrable Shares Shares, any such underwriter or any such controlling person expressly for use therein. Notwithstanding the foregoing, the Company will not be required to indemnify any of the foregoing persons from and against any and all losses, claims, damages, expenses or liabilities (or any action in respect thereof) if such untrue statement or omission was made in such registration statement, preliminary or amended, preliminary prospectus or prospectus and was corrected in a subsequent prospectus that was required by law to be delivered to the person making the claim with respect to which indemnification is sought hereunder, and such subsequent prospectus was made available by the Company to permit delivery of such prospectus in a timely manner by the Holder to the proposed purchaser, and such subsequent prospectus was so delivered to the Holder making the claim for indemnification and such Holder failed to deliver such corrected prospectus. Promptly after receipt by any Holder of Registrable Shares 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, such 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 such 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. Such Holder of Registrable Shares 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 defense thereof in the event the representation of such Holder 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 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 2.5(a2(d)(i) 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 2.5(a2(d)(i) (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 plaintiff to the parties being so indemnified of a release from all liability in respect to such claim or litigation.

Indemnification of Holders. In the event that the Company registers any of the Registrable Shares under the Securities Act, the Company will indemnify and hold harmless each Holder and each underwriter of the Registrable Shares so registered, each of such Holder’s Affiliates registered (including without limitation any broker or dealer through whom such shares may be sold) and each person, if any, who controls such Holder or any such underwriter within the meaning of Section 15 of the Securities Act), and each of such Holders’ and such Affiliates’ respective officers, directors, employees, partners, agents and members, Act from and against any and all losses, claims, damages, expenses or liabilities (or any action in respect thereof), joint or several, to which they or any of them become subject under the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a state securities or under any other statute or at common law or any rule or regulation under the Securities Act, the Exchange Act or any state securities law (collectively, “Applicable Securities Laws”)otherwise, and, except as hereinafter provided, will reimburse each such Holder, each such Affiliate underwriter and each such officer, director, employee, partner, agent or membercontrolling person, if any, for any legal or other expenses reasonably incurred by them or any of them, as such expenses are incurred, in connection with investigating, preparing 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 (i) any untrue statement or alleged untrue statement of a material fact contained in the 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 Company); (ii) arise out of 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; or (iii) any violation by the Company of Applicable the Securities Laws in connection with such registrationAct, 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 2.5(a) will not apply where 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 such Holder of Registrable Shares Shares, any such underwriter or any such controlling person expressly for use therein. Notwithstanding the foregoing, the Company will not be required to indemnify any of the foregoing persons from and against any and all losses, claims, damages, expenses or liabilities (or any action in respect thereof) if such untrue statement or omission was made in such registration statement, preliminary or amended, preliminary prospectus or prospectus and was corrected in a subsequent prospectus that was required by law to be delivered to the person making the claim with respect to which indemnification is sought hereunder, and such subsequent prospectus was made available by the Company to permit delivery of such prospectus in a timely manner by the Holder to the proposed purchaser, and such subsequent prospectus was so delivered to the Holder making the claim for indemnification and such Holder failed to deliver such corrected prospectus. Promptly after receipt by any Holder of Registrable Shares 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, such 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 such 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. Such Holder of Registrable Shares 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 defense thereof in the event the representation of such Holder 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 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 2.5(a) for any settlement of any such action effected without the Company’s '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 2.5(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 plaintiff to the parties being so indemnified of a release from all liability in respect to such claim or litigation.

Indemnification of Holders. In the event that the The Company registers any of the Registrable Shares under the Securities Act, the Company will agrees to indemnify and hold harmless each Holder of the Registrable Shares so registered, each of such Holder’s Affiliates (including without limitation and each person, if any, who controls such any Holder within the meaning of Section 15 of the Securities Act), and each Act or Section 20 of such Holders’ and such Affiliates’ respective officers, directors, employees, partners, agents and members, from and the Exchange Act as follows: (i) against any and all lossesloss, claimsliability, damagesclaim, expenses or liabilities (or any action in respect thereof), joint or several, to which they or any of them become subject under the Securities Act, the Securities Exchange Act of 1934damage and expense whatsoever including reasonable legal fees and expenses, 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 (collectively, “Applicable Securities Laws”), and, except as hereinafter provided, will reimburse each such Holder, each such Affiliate and each such officer, director, employee, partner, agent or member, if any, for any legal or other expenses reasonably incurred by them or any of them, as such expenses are incurred, in connection with investigating, preparing or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages, expenses, liabilities or actions arise arising out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the registration statement, in any preliminary or amended preliminary prospectus or in the prospectus Registration Statement (or the registration statement any amendment thereto), or prospectus as from time to time amended or supplemented by the Company); (ii) the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading; and (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (iiisubject to Section 7(d) below) any violation by such settlement is effected with the Company written consent of Applicable Securities Laws in connection with such registrationthe Company; provided, however, that the this indemnity contained in this Section 2.5(a) will agreement shall not apply where such to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission was or alleged untrue statement or omission made in such registration statement, preliminary or amended, preliminary prospectus or prospectus in reliance upon and in conformity with written information relating to any Holder furnished in writing to the Company in connection therewith writing by such Holder of Registrable Shares or any such controlling person expressly for use therein. Notwithstanding the foregoing, the Company will not be required to indemnify in any of the foregoing persons from and against any and all losses, claims, damages, expenses or liabilities Registration Statement (or any action in respect thereof) if such untrue statement amendment thereto), or omission was made in such registration statement, preliminary or amended, any preliminary prospectus or prospectus and was corrected in a subsequent prospectus that was required by law to be delivered to the person making the claim with respect to which indemnification is sought hereunder, and such subsequent prospectus was made available by the Company to permit delivery of such prospectus in a timely manner by the Holder to the proposed purchaser, and such subsequent prospectus was so delivered to the Holder making the claim for indemnification and such Holder failed to deliver such corrected prospectus. Promptly after receipt by any Holder of Registrable Shares Prospectus (or any controlling person of notice of the commencement of any action in respect of which indemnity may be sought against the Company, such Holder of Registrable Shares, amendment 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 such Holder of Registrable Shares, or such controlling person, as the case may besupplement thereto), 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. Such Holder of Registrable Shares or any such controlling person shall have the right to employ separate counsel in any such action and to participate in the defense thereof in the event the representation of such Holder or controlling person by counsel retained by or on the behalf of the Company would be inappropriate due to conflicts of interest between any 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 2.5(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 2.5(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 plaintiff to the parties being so indemnified of a release from all liability in respect to such claim or litigation.

Indemnification of Holders. In the event that the Company registers any of the Registrable Shares under the Securities Act, to the extent permitted by law, the Company will indemnify and hold harmless each Holder and each underwriter of the Registrable Shares so registered, each of such Holder’s Affiliates registered (including without limitation any broker or dealer through whom such shares may be sold) and each person, if any, who controls such Holder or any such underwriter within the meaning of Section 15 of the Securities Act), and each of such Holders’ and such Affiliates’ respective officers, directors, employees, partners, agents and members, Act from and against any and all losses, claims, damages, expenses or liabilities (or any action in respect thereof), joint or several, to which they or any of them become subject under the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a or other federal or state securities law or any rule at common law or regulation under the Securities Act, the Exchange Act or any state securities law (collectively, “Applicable Securities Laws”)otherwise, and, except as hereinafter provided, will reimburse each such Holder, each such Affiliate underwriter and each such officer, director, employee, partner, agent or membercontrolling person, if any, for any legal or other expenses reasonably incurred by them or any of them, as such expenses are incurred, in connection with investigating, preparing 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 (i) any untrue statement or alleged untrue statement of a material fact contained in the registration statement, in any preliminary or amended preliminary final prospectus or in the prospectus contained therein (or the registration statement or prospectus as from time to time amended or supplemented by the Company); (ii) arise out of 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; or (iii) any violation by the Company of Applicable the Securities Laws in connection with such registrationAct, 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 2.5(a1.5(a) will not apply where 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 such Holder of Registrable Shares Shares, any such underwriter or any such controlling person expressly for use therein. Notwithstanding the foregoing, the Company will not be required to indemnify any of the foregoing persons from and against any and all losses, claims, damages, expenses or liabilities (or any action in respect thereof) if such untrue statement or omission was made in such registration statement, preliminary or amended, preliminary prospectus or prospectus and was corrected in a subsequent prospectus that was required by law to be delivered to the person making the claim with respect to which indemnification is sought hereunder, and such subsequent prospectus was made available by the Company to permit delivery of such prospectus in a timely manner by the Holder to the proposed purchaser, and such subsequent prospectus was so delivered to the Holder making the claim for indemnification and such Holder failed to deliver such corrected prospectus. Promptly after receipt by any Holder of Registrable Shares 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, such 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 such 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. Such Holder of Registrable Shares 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 defense thereof in the event the representation of such Holder 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 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 2.5(a1.5(a) for any settlement of any such action effected without the Company’s '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 2.5(a1.5(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 plaintiff to the parties being so indemnified of a release from all liability in respect to such claim or litigation.

Indemnification of Holders. In (a) Subject to the event that the Company registers conditions set forth below, in connection with any registration of the Registrable Shares under the Securities Actpursuant hereto, the Company will agrees to indemnify and hold harmless each Holder of the Registrable Shares so registeredand any underwriters, each of such Holder’s Affiliates (including without limitation each personselling brokers, if anydealer managers and similar securities industry professionals participating in a distribution covered by a registration statement, who controls such Holder within the meaning of Section 15 of the Securities Act), and each of such Holders’ and such Affiliates’ their respective officers, directorsdirectors and affiliates (collectively, employees, partners, agents and members, from and the "Indemnitees"): (i) against any and all losses, claims, damages, expenses damages or liabilities (or any action in respect thereof)liabilities, joint or several, to which they and expenses whatsoever arising out of or based upon (including, but not limited to, any of them become subject under 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 (collectively, “Applicable Securities Laws”), and, except as hereinafter provided, will reimburse each such Holder, each such Affiliate and each such officer, director, employee, partner, agent or member, if any, for any legal or other expenses all expense whatsoever reasonably incurred by them or any of them, as such expenses are incurred, the Indemnities in connection with investigating, preparing or defending any actions whether litigation, commenced or not resulting in threatened, or any liability, insofar as such losses, claims, damages, expenses, liabilities or actions arise out of or are claim whatsoever based upon or arising out of) (iA) any untrue statement or alleged untrue statement of a material fact contained in the registration statement, in any preliminary prospectus, or amended preliminary prospectus any amendment or in the prospectus (or supplement thereto, the registration statement or the prospectus (each as from time to time amended and supplemented), or supplemented in any application or other document executed by the Company or based upon written information furnished by the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or otherwise incident to the registration or the qualification of the Common Stock under the Securities Act or any state securities laws applicable to the Company); or (iiB) the omission or alleged omission from any item referred to state therein in the preceding clause of a material fact required to be stated therein or necessary in order to make the statements therein not misleading; or (iiiC) any other violation or alleged violation of applicable federal or state law, rule or regulation relating to action or inaction by the Company of Applicable Securities Laws in connection with any such registrationregistration or qualification; provided, however, that with respect to an Indemnitee, the indemnity agreement contained in this Section 2.5(a) will herein shall not apply where to any loss, claim, damage, liability or action of or involving such Indemnitee arising out of or based upon any untrue or alleged 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 such Holder of Registrable Shares or any such controlling person expressly for use therein. Notwithstanding the foregoing, the Company will not be required to indemnify any of the foregoing persons from and against any and all losses, claims, damages, expenses or liabilities (or any action in respect thereof) if such untrue statement or omission was made in such registration statement, preliminary or amended, preliminary prospectus or prospectus and was corrected in a subsequent prospectus that was required by law to be delivered to the person making the claim with respect to which indemnification is sought hereunder, and such subsequent prospectus was made available by the Company to permit delivery of such prospectus in a timely manner by the Holder to the proposed purchaser, and such subsequent prospectus was so delivered to the Holder making the claim for indemnification and such Holder failed to deliver such corrected prospectus. Promptly after receipt by any Holder of Registrable Shares or any controlling person of notice of the commencement of any action in respect of which indemnity may be sought against the Company, such Holder of Registrable Shares, 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 such Holder of Registrable Shares, 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. Such Holder of Registrable Shares or any such controlling person shall have the right to employ separate counsel in any such action and to participate in the defense thereof in the event the representation of such Holder or controlling person by counsel retained by or on the behalf of the Company would be inappropriate due to conflicts of interest between any 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 2.5(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 2.5(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 plaintiff to the parties being so indemnified of a release from all liability in respect to such claim or litigation.information

Indemnification of Holders. In Subject to the event that the Company registers conditions set forth -------------------------- below, in connection with any registration of the Registrable Shares under the Securities Actsecurities pursuant to Sections 12.1 or 12.2 hereof, the Company will agrees to indemnify and hold harmless each Holder of the Registrable Shares so registered, each of such Holder’s Affiliates (including without limitation and each person, if any, who controls such the Holder (and the respective officers, directors and agents of Holders), within the meaning of Section 15 of the Securities Act), and each of such Holders’ and such Affiliates’ respective officers, directors, employees, partners, agents and members, from and against as follows: (a) Against any and all lossesloss, claimsclaim, damagesdamage and expense whatsoever arising out or based upon (including, expenses or liabilities (or but not limited to, any action in respect thereof), joint or several, to which they or any of them become subject under 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 (collectively, “Applicable Securities Laws”), and, except as hereinafter provided, will reimburse each such Holder, each such Affiliate and each such officer, director, employee, partner, agent or member, if any, for any legal or other expenses all expense whatsoever reasonably incurred by them or any of them, as such expenses are incurred, in connection with investigating, preparing or defending any actions whether litigation, commenced or not resulting in threatened, or any liability, insofar as such losses, claims, damages, expenses, liabilities or actions arise out of or are claim whatsoever based upon (iupon) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus (if used prior to the effective date of the registration statement), in any preliminary or amended preliminary prospectus or in the prospectus (or the registration statement or the final prospectus (as from time to time amended and supplemented if the Company shall have filed with the SEC any amendment thereof or supplemented amendment thereto) if used within the period during which the Company is required to keep the registration statement or prospectus current, or in any application or other document executed by the Company or based upon written information furnished by the Company filed in any jurisdiction in order to qualify the Company)'s securities under the securities laws thereof; (ii) or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading; or (iii) any other violation of applicable federal or state statutory or regulatory requirements or limitations relating to action or inaction by the Company in the course of Applicable Securities Laws in connection with preparing, filing, or implementing such registrationregistered offering; provided, however, that the indemnity agreement contained in this Section 2.5(a12.6(a) will shall not apply where such to any loss, claim, damage, liability or action arising out of or based upon any untrue or alleged untrue statement or omission was made in such registration statement, preliminary or amended, preliminary prospectus or prospectus in reliance upon and in conformity with any information furnished in writing to the Company by or on behalf of the Holder expressly for use in connection therewith by therewith; (b) Subject to the proviso contained in the last sentence of Section 12.6(a) above, against any and all loss, liability, claim, damage and expense whatsoever to the extent of the aggregate amount paid in settlement of any litigation, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission or any such alleged untrue statement or omission (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing or defending against any such litigation or claim) if such settlement is effected with the written consent of the Company and no indemnity shall inure to the benefit of the Holder or any controlling person thereof if the person asserting the claim failed to receive a copy of Registrable Shares the final prospectus at or prior to the written confirmation of the sale of shares of Common Stock to such person if the untrue statement or omission had been corrected in such final prospectus and the failure to receive such final prospectus is not a necessary element of such person's claim; (c) In no case shall the Company be liable under this indemnity agreement with respect to any claim made against the Holder or any such controlling person expressly for use therein. Notwithstanding the foregoing(or its respective officers, directors and agents) unless the Company will not shall be required notified, by letter or by telegram confirmed by letter, of any claim made or action commenced against such persons, reasonably promptly (but in any event within twenty (20) days of receipt of such claim or, in the event that any summons or other service of process requires a responsive pleading within thirty (30) days or less time, within ten (10) days after receipt of such summons or other process) after such person shall have received notice of such claim or been served with the summons or other legal process giving information as to indemnify any the nature and basis of the foregoing persons from and against any and all lossesclaim, claims, damages, expenses or liabilities (or any action in respect thereof) if such untrue statement or omission was made in such registration statement, preliminary or amended, preliminary prospectus or prospectus and was corrected in a subsequent prospectus that was required by law but failure to be delivered to the person making the claim with respect to which indemnification is sought hereunder, and such subsequent prospectus was made available by the Company to permit delivery of such prospectus in a timely manner by the Holder to the proposed purchaser, and such subsequent prospectus was so delivered to the Holder making the claim for indemnification and such Holder failed to deliver such corrected prospectus. Promptly after receipt by any Holder of Registrable Shares or any controlling person of notice of the commencement of any action in respect of which indemnity may be sought against the Company, such Holder of Registrable Shares, or such controlling person, as the case may be, will notify the Company shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. The Company shall be entitled to participate at its own expense in writing the defense of any suit brought to enforce any such claim, but if the commencement thereofCompany elects to assume the defense, andsuch defense shall be conducted by counsel chosen by it, subject provided that such counsel is reasonably satisfactory to the provisions hereinafter stated, Holder. In the event the Company shall elects to assume the defense of any such action (including the employment of suit and retain such counsel, who shall be counsel reasonably satisfactory to such the Holder of Registrable Sharesshall, or such controlling person, as after the case may be), and date 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. Such Holder of Registrable Shares or any such controlling person shall have the right to employ separate counsel in any such action and to participate in the defense thereof in the event the representation is notified of such Holder or controlling person by counsel retained by or on the behalf of the Company would be inappropriate due to conflicts of interest between any such person and any other party represented by such counsel in such proceeding or actionelection, in which case the Company shall pay, as incurred, bear the fees and expenses of such separate counsel. The any counsel thereafter retained by the Holder as well as any other expenses thereafter incurred by the Holder in connection with the defense thereof; provided, however, that the Company shall not be liable to indemnify any person under this Section 2.5(a) for any settlement bear the fees and expenses of any such action effected without separate counsel retained by the Company’s consent Holder if the counsel representing the Company has a conflict of interest (which consent shall is not be unreasonably withheld). The Company shall not, except waived) with the approval of each party being indemnified under this Section 2.5(a) (Holder 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 would prohibit such counsel from representing the giving by the claimant or plaintiff to the parties being so indemnified of a release from all liability in respect to such claim or litigationHolder.

Indemnification of Holders. In the event that the Company registers any of the Registrable Shares under the Securities Act, to the extent permitted by law, the Company will indemnify and hold harmless each Holder and each underwriter of the Registrable Shares so registered, each of such Holder’s Affiliates registered (including without limitation any broker or dealer through whom such shares may be sold) and each person, if any, who controls such Holder or any such underwriter within the meaning of Section 15 of the Securities Act), and each of such Holders’ and such Affiliates’ respective officers, directors, employees, partners, agents and members, Act from and against any and all losses, claims, damages, expenses or liabilities (or any action in respect thereof), joint or several, to which they or any of them become subject under the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a or other federal or state securities law or any rule at common law or regulation under the Securities Act, the Exchange Act or any state securities law (collectively, “Applicable Securities Laws”)otherwise, and, except as hereinafter provided, will reimburse each such Holder, each such Affiliate underwriter and each such officer, director, employee, partner, agent or membercontrolling person, if any, for any legal or other expenses reasonably incurred by them or any of them, as such expenses are incurred, in connection with investigating, preparing 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 (i) any untrue statement or alleged untrue statement of a material fact contained in the registration statement, in any preliminary or amended preliminary final prospectus or in the prospectus contained therein (or the registration statement or prospectus as from time to time amended or supplemented by the Company); (ii) arise out of 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; or (iii) any violation by the Company of Applicable the Securities Laws in connection with such registrationAct, 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 2.5(a1.7(a) will not apply where 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 such Holder of Registrable Shares Shares, any such underwriter or any such controlling person expressly for use therein. Notwithstanding the foregoing, the Company will not be required to indemnify any of the foregoing persons from and against any and all losses, claims, damages, expenses or liabilities (or any action in respect thereof) if such untrue statement or omission was made in such registration statement, preliminary or amended, preliminary prospectus or prospectus and was corrected in a subsequent prospectus that was required by law to be delivered to the person making the claim with respect to which indemnification is sought hereunder, and such subsequent prospectus was made available by the Company to permit delivery of such prospectus in a timely manner by the Holder to the proposed purchaser, and such subsequent prospectus was so delivered to the Holder making the claim for indemnification and such Holder failed to deliver such corrected prospectus. Promptly after receipt by any Holder of Registrable Shares 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, such 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 such 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. Such Holder of Registrable Shares 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 defense thereof in the event the representation of such Holder 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 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 2.5(a1.7(a) for any settlement of any such action effected without the Company’s '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 2.5(a1.7(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 plaintiff to the parties being so indemnified of a release from all liability in respect to such claim or litigation.

Indemnification of Holders. In To the event that the Company registers any of the Registrable Shares under the Securities Actextent permitted by law, the Company will indemnify and hold harmless each Holder of the Registrable Shares so registeredHolder, each of such Holder’s Affiliates (including without limitation its equityholders, officers, directors, agents, employees, advisors and partners and each person, if any, who controls person controlling such Holder within the meaning of Section 15 of the Securities Act), with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and any underwriter (as defined in the Securities Act) of offerings effected pursuant to this Agreement, if any, and each person who controls any underwriter within the meaning of such Holders’ Section 15 of the Securities Act, as and such Affiliates’ respective officerswhen incurred, directors, employees, partners, agents and members, from and against any and all lossesexpenses, claims, damageslosses, expenses damages or liabilities (or any action actions in respect thereof), joint or severalincluding, to which they or without limitation, any of them become subject under the Securities Actforegoing incurred in settlement of any litigation, the Securities Exchange Act of 1934, as amended commenced or threatened (the “Exchange Act”including attorneys’ fees and expenses), a state securities law or any rule or regulation under the Securities Act, the Exchange Act or any state securities law (collectively, “Applicable Securities Laws”), and, except as hereinafter provided, will reimburse each such Holder, each such Affiliate and each such officer, director, employee, partner, agent or member, if any, for any legal or other expenses reasonably incurred by them or any of them, as such expenses are incurred, in connection with investigating, preparing or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages, expenses, liabilities or actions arise arising out of or are based upon (i) on any untrue statement or alleged untrue statement of a material fact contained in the any registration statement, in prospectus, offering circular or other document, or any preliminary amendment or amended preliminary prospectus supplement thereto, incident to any such registration, qualification or in the prospectus compliance, or based on any omission (or the registration statement or prospectus as from time to time amended or supplemented by the Company); (iialleged omission) 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 therein, in light of the circumstances in which they were made, not misleading; , or (iii) any violation by the Company of Applicable the Securities Laws Act, the Exchange Act, any state securities laws or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities laws applicable to the Company in connection with any such registration; provided, howeverqualification or compliance, and the Company will reimburse each such Holder of Registrable Securities, each of its equityholders, officers, directors, agents, employees, advisors and partners and each person controlling such Holder, any underwriter of offerings effected pursuant to this Agreement, if any, and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the indemnity contained in this Section 2.5(a) Company will not apply where be liable to any such person 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 was (or alleged untrue statement or omission), made in such registration statement, preliminary or amended, preliminary prospectus or prospectus in reliance upon and in conformity with written information furnished in writing to the Company in connection therewith by an instrument duly executed by such Holder of Registrable Shares or any such Holder, controlling person expressly or underwriter and stated to be specifically for use therein. Notwithstanding therein or the foregoing, the Company will not be required to indemnify any of the foregoing persons from and against any and all losses, claims, damages, expenses or liabilities (or any action in respect preparation thereof) if such untrue statement or omission was made in such registration statement, preliminary or amended, preliminary prospectus or prospectus and was corrected in a subsequent prospectus that was required by law to be delivered to the person making the claim with respect to which indemnification is sought hereunder, and such subsequent prospectus was made available by the Company to permit delivery of such prospectus in a timely manner by the Holder to the proposed purchaser, and such subsequent prospectus was so delivered to the Holder making the claim for indemnification and such Holder failed to deliver such corrected prospectus. Promptly after receipt by any Holder of Registrable Shares or any controlling person of notice of the commencement of any action in respect of which indemnity may be sought against the Company, such Holder of Registrable Shares, 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 such Holder of Registrable Shares, 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. Such Holder of Registrable Shares or any such controlling person shall have the right to employ separate counsel in any such action and to participate in the defense thereof in the event the representation of such Holder or controlling person by counsel retained by or on the behalf of the Company would be inappropriate due to conflicts of interest between any 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 2.5(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 2.5(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 plaintiff to the parties being so indemnified of a release from all liability in respect to such claim or litigation.

Indemnification of Holders. In the event that the Company registers any of the Registrable Shares under the Securities Act, the Company will indemnify and hold harmless each Holder and each underwriter of the Registrable Shares so registered, each of such Holder’s Affiliates registered (including without limitation any broker or dealer through whom such shares may be sold) and each person, if any, who controls such Holder or any such underwriter within the meaning of Section 15 of the Securities Act), and each of such Holders’ and such Affiliates’ respective officers, directors, employees, partners, agents and members, Act from and against any and all losses, claims, damages, expenses or liabilities (or any action in respect thereof)liabilities, joint or several, to which they or any of them become subject under the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a state securities or under any other statute or at common law or any rule or regulation under the Securities Act, the Exchange Act or any state securities law (collectively, “Applicable Securities Laws”)otherwise, and, except as hereinafter provided, will reimburse each such Holder, each such Affiliate underwriter and each such officer, director, employee, partner, agent or membercontrolling person, if any, for any legal or other expenses reasonably incurred by them or any of them, as such expenses are incurred, them in connection with investigating, preparing 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 (i) any untrue statement or alleged untrue statement of a material fact contained in the 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 Company); (ii) or arise out of 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; misleading or (iii) any violation by the Company of Applicable any rule or regulation promulgated under the Securities Laws Act applicable to the Company and relating to action or inaction required of the Company in connection with such registration; provided, however, that the indemnity contained in this Section 2.5(a) will not apply where 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 such Holder of Registrable Shares Holder, any such underwriter or any such controlling person expressly for use therein. Notwithstanding ; PROVIDED, HOWEVER, that the foregoing, the Company will not Company's obligations hereunder shall be required limited to indemnify any of the foregoing persons from and against any and all losses, claims, damages, expenses or liabilities (or any action in respect thereof) if such untrue statement or omission was made in such registration statement, preliminary or amended, preliminary prospectus or prospectus and was corrected in a subsequent prospectus that was required by law to be delivered an amount equal to the person making the claim with respect to which indemnification is sought hereunder, and such subsequent prospectus was made available proceeds received by the Company pursuant to permit delivery of such prospectus in a timely manner by the Holder to the proposed purchaser, and such subsequent prospectus was so delivered to the Holder making the claim for indemnification and such Holder failed to deliver such corrected prospectusregistration. Promptly after receipt by any Holder of Registrable Shares Holder, 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, such Holder of Registrable SharesHolder, 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 such Holder of Registrable SharesHolder, 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. Such Holder of Registrable Shares Holder, 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 defense thereof in the event the representation of such Holder or controlling person by counsel retained by or on the behalf of the Company would be inappropriate due to conflicts of interest between any such person and any other party represented by such counsel in such proceeding or action, in which case the Company shall pay, as incurred, but the fees and expenses of such separate counselcounsel 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 person under this Section 2.5(a) for any settlement of any such action effected without the Company’s consent (which consent shall not be unreasonably withheld)'s consent. The Company shall not, except with the approval of each party being indemnified under this Section 2.5(a) (which approval will not be unreasonably withheld)2.5, 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 plaintiff to the parties being so indemnified of a release from all liability in respect to such claim or litigation.

Indemnification of Holders. In (a) Subject to the event that the Company registers conditions set forth below, in connection with any registration of the Registrable Shares under the Securities Actpursuant hereto, the Company will agrees to indemnify and hold harmless each Holder of the Registrable Shares so registeredand any underwriters, each of such Holder’s Affiliates (including without limitation each personselling brokers, if anydealer managers and similar securities industry professionals participating in a distribution covered by a registration statement, who controls such Holder within the meaning of Section 15 of the Securities Act), and each of such Holders’ and such Affiliates’ their respective officers, directorsdirectors and affiliates (collectively, employees, partners, agents and members, from and the "Indemnitees"): (i) against any and all losses, claims, damages, expenses damages or liabilities (or any action in respect thereof)liabilities, joint or several, to which they and expenses whatsoever arising out of or based upon (including, but not limited to, any of them become subject under 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 (collectively, “Applicable Securities Laws”), and, except as hereinafter provided, will reimburse each such Holder, each such Affiliate and each such officer, director, employee, partner, agent or member, if any, for any legal or other expenses all expense whatsoever reasonably incurred by them or any of them, as such expenses are incurred, the Indemnities in connection with investigating, preparing or defending any actions whether litigation, commenced or not resulting in threatened, or any liability, insofar as such losses, claims, damages, expenses, liabilities or actions arise out of or are claim whatsoever based upon or arising out of) (iA) any untrue statement or alleged untrue statement of a material fact contained in the registration statement, in any preliminary prospectus, or amended preliminary prospectus any amendment or in the prospectus (or supplement thereto, the registration statement or the prospectus (each as from time to time amended and supplemented), or supplemented in any application or other document executed by the Company or based upon written information furnished by the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or otherwise incident to the registration or the qualification of the Common Stock under the Securities Act or any state securities laws applicable to the Company); or (iiB) the omission or alleged omission from any item referred to state therein in the preceding clause of a material fact required to be stated therein or necessary in order to make the statements therein not misleading; or (iiiC) any other violation or alleged violation of applicable federal or state law, rule or regulation relating to action or inaction by the Company of Applicable Securities Laws in connection with any such registrationregistration or qualification; provided, however, that with respect to an Indemnitee, the indemnity agreement contained in this Section 2.5(a) will herein shall not apply where to any loss, claim, damage, liability or action of or involving such Indemnitee arising out of or based upon any untrue or alleged untrue statement or omission was made in such registration statement, preliminary or amended, preliminary prospectus or prospectus in reliance upon and in conformity with any information furnished in writing to the Company in connection therewith by such Holder of Registrable Shares or any such controlling person Indemnitee expressly for use therein. Notwithstanding ; and (ii) subject to the foregoingproviso contained in subsection (i) above, the Company will not be required to indemnify any of the foregoing persons from and against any and all losses, claims, damagesdamages and liabilities, joint or several, and expenses whatsoever to the extent of the aggregate amount paid in settlement of any litigation, commenced or liabilities (threatened, or of any action in respect thereof) if claim whatsoever based upon any such untrue statement or omission was made or any such alleged untrue statement or omission (including, but not limited to, any and all expenses whatsoever reasonably incurred by the Indemnitees or their respective counsel in investigating, preparing or defending against any such registration statementlitigation or claim) if such settlement is effected with the written consent of the Company which consent shall not be unreasonably withheld. (b) The Company will enter into an underwriting agreement and other agreements with the underwriter or underwriters for any offering registered under the Securities Act pursuant to this Agreement and with the Holders selling Registrable Securities pursuant to such offering, preliminary or amended, preliminary prospectus or prospectus and was corrected in a subsequent prospectus that was required by law to be delivered to the person making the claim such underwriting agreement and other agreements shall contain customary provisions with respect to indemnification which shall, at a minimum, provide the indemnification is sought hereunder, and such subsequent prospectus was made available set forth above. (c) The procedure for indemnification by the Company to permit delivery of such prospectus in a timely manner by the Holder to the proposed purchaser, and such subsequent prospectus was so delivered to the Holder making the claim for indemnification and such Holder failed to deliver such corrected prospectus. Promptly after receipt by any Holder of Registrable Shares or any controlling person of notice of the commencement of under this Section 8 shall be as follows: (i) if any action or proceeding (including any governmental investigation or inquiry) shall be brought or asserted against an Indemnitee in respect of which indemnity may be sought against from the Company, such Holder of Registrable Shares, or such controlling person, as the case may be, will Indemnitee shall promptly notify the Company in writing of the commencement thereofwriting, and, subject to the provisions hereinafter stated, and the Company shall be entitled to assume the defense of such action (thereof, including the employment of counsel, who shall be counsel reasonably satisfactory to such Holder of Registrable Shares, or such controlling person, as the case may be), Indemnitee and the payment of all reasonable expenses insofar related thereto (including those of such counsel), by delivering written notice of its election to do so within fifteen (15) days following receipt of notice from such Indemnitee; provided that the failure of the Indemnitee to give the Company prompt notice as provided herein shall not relieve the Company of its indemnification obligations hereunder except to the extent, if any, the Company shall have been prejudiced thereby; (ii) such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company. Such Holder of Registrable Shares or any such controlling person Indemnitee shall have the right to employ separate counsel in any such action and to participate in the defense thereof in the event the representation of such Holder or controlling person by counsel retained by or on the behalf of the Company would be inappropriate due to conflicts of interest between any such person and any other party represented by such counsel in such proceeding or actionthereof, in which case the Company shall pay, as incurred, but the fees and expenses of such separate counselcounsel shall be the expense of such Indemnitee unless (A) the Company has agreed to pay such fees and expenses, or (B) the Company has failed to assume the defense of such action or proceeding by delivering the notice referred to in subsection (i) hereof, or (C) the Company has failed to employ counsel reasonably satisfactory to the Indemnitee within ten (10) days after the Company has elected to assume the defense of such action pursuant to subsection (i) hereof, or if such counsel has been employed by the Company, at any time after such employment, such counsel ceases (in the reasonable judgment of the Indemnitee) to be reasonably satisfactory, or (D) the named parties to any such action or proceeding (including any impleaded parties) include both such Indemnitee and the Company, and such Indemnitee shall have been advised by counsel that there may be one or more legal defenses available to such Indemnitee that are different from or additional to those available to the Company creating a conflict of interest on the part of such counsel to represent both parties; and (iii) if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the expense of the Company as permitted by the provisions of the preceding subsection (ii), the Company shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnitee. The foregoing notwithstanding, the Company shall not be liable to indemnify for the reasonable fees and expenses of more than one (1) separate firm of attorneys at any person under this Section 2.5(atime for such Indemnitee and any other Indemnitee (which firm shall be designated in writing by such Indemnitee) for in connection with any settlement of any one such action effected without or proceeding or separate but substantially similar or related actions or proceedings in the Company’s consent (which consent shall not be unreasonably withheld). The Company shall not, except with same jurisdiction arising out of the approval of each party being indemnified under this Section 2.5(a) (which approval will not be unreasonably withheld), consent to entry of any judgment same general allegations or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to the parties being so indemnified of a release from all liability in respect to such claim or litigationcircumstances.

Indemnification of Holders. In the event that the The Company registers any of the Registrable Shares under the Securities Actwill, the Company will and hereby agrees to, indemnify and hold harmless (i) each Holder Holder, each Vendor Limited Partner and the respective Affiliates of each of the Registrable Shares so registeredforegoing, (ii) the respective directors, officers, members, partners, employees, advisors, representatives and agents of each of such Holder’s Affiliates Person listed or described in clause (including without limitation i), and (iii) each personPerson, if any, who controls such Holder "controls" (within the meaning of Section 15 of the Securities Act) any of the Persons listed or described in clause (i) or (ii), and each of such Holders’ and such Affiliates’ respective officers, directors, employees, partners, agents and members, from and against any and all losses, claims, damages, expenses or liabilities (or any action in respect thereof)liabilities, joint or several, or actions or proceedings in respect thereof to which they such Holder or any of them other Person entitled to indemnification hereunder may become subject under 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 (collectively, “Applicable Securities Laws”), and, except as hereinafter provided, will reimburse each such Holder, each such Affiliate and each such officer, director, employee, partner, agent or member, if any, for any legal or other expenses reasonably incurred by them or any of them, as such expenses are incurred, in connection with investigating, preparing or defending any actions whether or not resulting in any liabilityotherwise, insofar as such losses, claims, damages, expenses, liabilities or actions or proceedings in respect thereof arise out of of, or are based upon upon, (ix) any untrue statement or alleged untrue statement (for the avoidance of doubt, as of any date) of any material fact contained in any Applicable Registration Statement, any preliminary prospectus, prospectus, summary prospectus or prospectus supplement included in or related to any such Registration Statement or otherwise relating to any of the Registrable Securities, any documents incorporated by reference in any of the foregoing, or any amendment or supplement to any of the foregoing, (y), the omission or alleged omission (for the avoidance of doubt, as of any date) to state in any of the documents described in clause (x) a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or (z) any violation by the Company of any federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company in connection with any of the documents described in clause (x), or otherwise in connection with such registration, and the Company will reimburse such Holder or other Person entitled to indemnification hereunder for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such loss, claim, damage, liability or action or proceeding; provided, however, that the Company will not be so liable to such Holder (or the Holder Representative, or any Vendor Limited Partner that is a limited partner of such Holder) to the extent any such loss, claim, damage, liability or action or proceeding arises out of, or is based upon, an untrue statement or alleged untrue statement of a material fact contained in the 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 Company); (ii) the an 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; or (iii) any violation by the Company of Applicable Securities Laws in connection with such registration; providedRegistration Statement, howeverany such preliminary prospectus, that the indemnity contained in this Section 2.5(a) will not apply where such untrue statement or omission was made in such registration statementprospectus, preliminary or amended, preliminary summary prospectus or prospectus supplement, or any such amendment or supplement to any of the foregoing, in each case, in reliance upon upon, and in conformity with with, written information furnished in writing to the Company in connection therewith by or on behalf of such Holder of Registrable Shares or any such controlling person expressly specifically for use therein. Notwithstanding the foregoing; and provided, further, that the Company will not be required liable, and this indemnification agreement shall not apply, in any such case to the extent any such loss, claim, damage, liability or action is attributable to the failure of such Holder (or underwriter, or agent acting on its behalf, with respect to the Registrable Securities), after having been provided by the Company with a final prospectus (or amendment or supplement thereto) (an "UPDATED DOCUMENT") that corrects a material misstatement or omission contained in the preliminary prospectus, to use such Updated Document in the place of such preliminary prospectus. Without limitation of Section 4.1(s) hereof, the Company will also indemnify and hold harmless (1) underwriters, selling brokers, dealers, dealer managers, market makers, and similar securities industry professionals, participating in any distribution of any of the foregoing persons from Registrable Securities, and against their respective officers, directors, members, partners, employees, advisors, representatives and agents, and (2) each Person who "controls" (within the meaning of the Securities Act) any and all lossesof the Persons described in clause (1), claims, damages, expenses or liabilities (or any action in respect thereof) if such untrue statement or omission was made in such registration statement, preliminary or amended, preliminary prospectus or prospectus and was corrected in a subsequent prospectus that was required by law to be delivered to the person making the claim same extent as provided above with respect to which the indemnification is sought hereunderof the Holders, and such subsequent prospectus was made available by the Company to permit delivery of such prospectus in a timely manner if so requested by the Holder Representative, except with respect to the proposed purchaser, and such subsequent information furnished in writing specifically for use in any prospectus was so delivered to or Registration Statement by any selling Holders (or the Holder making the claim for indemnification and such Holder failed to deliver such corrected prospectus. Promptly after receipt by any Holder of Registrable Shares or any controlling person of notice of the commencement of any action in respect of which indemnity may be sought against the Company, such Holder of Registrable Shares, 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 such Holder of Registrable Shares, 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. Such Holder of Registrable Shares Representative) or any such controlling person shall have the right to employ separate counsel in any such action and to participate in the defense thereof in the event the representation of such Holder or controlling person by counsel retained by or on the behalf of the Company would be inappropriate due to conflicts of interest between any 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 2.5(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 2.5(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 plaintiff to the parties being so indemnified of a release from all liability in respect to such claim or litigationunderwriters.

Indemnification of Holders. In the event that the Company registers any of the Registrable Shares under the Securities Act, the Company will indemnify and hold harmless each Holder and each underwriter of the Registrable Shares so registered, each of such Holder’s Affiliates registered (including without limitation any broker or dealer through whom such shares may be sold) and each person, if any, who controls such Holder within the meaning of the Securities Act or any such underwriter within the meaning of Section 15 of the Securities Act), and each of such Holders’ and such Affiliates’ respective officers, directors, employees, partners, agents and members, Act from and against any and all losses, claims, damages, expenses or liabilities (or any action in respect thereof), joint or several, to which they or any of them become subject under the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a state securities or under any other statute or at common law or any rule or regulation under the Securities Act, the Exchange Act or any state securities law (collectively, “Applicable Securities Laws”)otherwise, and, except as hereinafter provided, will reimburse each such Holder, each such Affiliate underwriter and each ConfidentialPage 1010/10/2019 such officer, director, employee, partner, agent or membercontrolling person, if any, for any legal or other expenses reasonably incurred by them or any of them, as such expenses are incurred, in connection with investigatinging, preparing defending, or defending settling 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 (i) any untrue statement or alleged untrue statement of a material fact contained in the 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 Company); (ii) arise out of 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; or (iii) any violation by the Company of Applicable the Securities Laws in connection with such registrationAct, 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 2.5(a2.3(a) will not apply where 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 such Holder of Registrable Shares Shares, any such underwriter or any such controlling person expressly for use therein. Notwithstanding the foregoing, the Company will not be required to indemnify any of the foregoing persons from and against any and all losses, claims, damages, expenses or liabilities (or any action in respect thereof) if such untrue statement or omission was made in such registration statement, preliminary or amended, preliminary prospectus or prospectus and was corrected in a subsequent prospectus that was required by law to be delivered to the person making the claim with respect to which indemnification is sought hereunder, and such subsequent prospectus was made available by the Company to permit delivery of such prospectus in a timely manner by the Holder to the proposed purchaser, and such subsequent prospectus was so delivered to the Holder making the claim for indemnification and such Holder failed to deliver such corrected prospectus. Promptly after receipt by any Holder of Registrable Shares 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, such 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 such 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. Such Holder of Registrable Shares 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 defense thereof in the event the representation of such Holder 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 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 2.5(a2.3(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 2.5(a2.3(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 plaintiff to the parties being so indemnified of a release from all liability in respect to such claim or litigation.

Indemnification of Holders. (a) In the event that the Company registers any of the Registrable Shares under the Securities Act, the Company will indemnify and hold harmless each Holder and each underwriter of the Registrable Shares so registered, each of such Holder’s Affiliates (including without limitation their officers, directors, affiliates and partners) so registered (including any broker or dealer through whom such shares may be sold) and each personPerson, if any, who controls such Holder or any such underwriter within the meaning of Section 15 of the Securities Act), and each of such Holders’ and such Affiliates’ respective officers, directors, employees, partners, agents and members, Act from and against any and all losses, claims, damages, expenses or liabilities (or any action in respect thereof)liabilities, joint or several, to which they or any of them become subject under the Securities Act, the Securities Exchange Act of 1934applicable state securities laws or under any other statute or at common law or otherwise, 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 (collectively, “Applicable Securities Laws”)incurred, and, except as hereinafter provided, will reimburse each such Holder, each such Affiliate underwriter and each such officer, director, employee, partner, agent or member, controlling Person if any, for any legal or other expenses reasonably incurred by them or any of them, as such expenses are incurred, them in connection with investigating, preparing investigating or defending any actions whether or not resulting in any liability, as incurred, insofar as such losses, claims, damages, expenses, liabilities or actions arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the registration statement, in any preliminary or amended preliminary prospectus or in the final prospectus (or the registration statement or prospectus as from time to time amended or supplemented by the Company); (ii) or arise out of 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; , or (iii) any violation by the Company of Applicable any rule or regulation promulgated under the Securities Laws Act or any state securities laws applicable to the Company and relating to action or inaction required of the Company in connection with such registration; provided, however, that the indemnity contained in this Section 2.5(aunless (i) will not apply where such untrue statement or alleged untrue statement or omission or alleged omission was made in such registration statement, preliminary or amended, amended preliminary prospectus or final prospectus in reliance upon and in conformity with information furnished in writing to the Company in connection therewith by any such Holder holder of Registrable Shares or its controlling person (in the case of indemnification of such holder or its controlling person), or any such underwriter or its controlling person (in the case of indemnification of such underwriter or its controlling person) expressly for use therein. Notwithstanding , or unless (ii) in the foregoingcase of a sale directly by such Holder of (including a sale of such Registrable Shares through any underwriter retained by such holder of Registrable Shares to engage in a distribution on behalf of such Holder), the Company will not be required to indemnify any of the foregoing persons from and against any and all losses, claims, damages, expenses or liabilities (or any action in respect thereof) if such untrue statement or alleged untrue statement or omission or alleged omission was made contained in such registration statement, preliminary or amended, a preliminary prospectus or prospectus and was corrected in a subsequent final or amended prospectus that was required by law to be copies of which were delivered to the person making the claim with respect to which indemnification is sought hereunder, and such subsequent prospectus was made available by the Company to permit delivery of Holder or such prospectus in underwriter on a timely manner by the Holder to the proposed purchaserbasis, and such subsequent prospectus was so delivered to the Holder making the claim for indemnification and such Holder failed to deliver a copy of the final or amended prospectus at or prior to the confirmation for the sale of the Registrable Shares to the person asserting any such corrected prospectus. loss, claim, damage or liability in any case where such delivery is required by the Securities Act. (b) Promptly after receipt by any Holder of Registrable Shares Holder, any underwriter or any controlling person Person of notice of the commencement of any action in respect of which indemnity may be sought against the Company, such Holder of Registrable SharesHolder, or such underwriter or such controlling person, as the case may be, will notify the Company in writing of the commencement thereofthereof (provided, that failure to so notify the Company shall not relieve the Company from any liability it may have hereunder) and, subject to the provisions hereinafter stated, the Company shall be entitled to assume the defense of such action (including the employment of counsel, who shall be counsel reasonably satisfactory to such Holder Holder, of Registrable Shares, such underwriter or such controlling personPerson, 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. . (c) Such Holder of Registrable Shares Holder, any such underwriter or any such controlling person Person shall have the right to employ separate counsel in any such action and to participate in the defense thereof in the event the representation of such Holder or controlling person by counsel retained by or on the behalf of the Company would be inappropriate due to conflicts of interest between any such person and any other party represented by such counsel in such proceeding or action, in which case the Company shall pay, as incurred, but the fees and expenses of such separate counselcounsel subsequent to any assumption of the defense by the Company shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized in writing by the Company. The Company shall not be liable to indemnify any person under this Section 2.5(a) Person for any settlement of any such action effected without the Company’s consent (which consent shall not be unreasonably withheld)'s written consent. The Company shall not, except with the approval of each party being indemnified under this Section 2.5(a) (which approval will not be unreasonably withheld)3.5, consent to entry of any judgment or enter into any settlement that which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the parties being so indemnified of a release from all liability in respect to such claim or litigation. (d) In order to provide for just and equitable contribution to joint liability under the Securities Act in any case in which any Holder exercising rights under this Article III, or any controlling Person of any such Holder, makes a claim for indemnification pursuant to this Section 3.5 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 3.5 provides for indemnification in such case, then, the Company and such Holder will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of the Company on the one hand and of the Holder on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of the Holder on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or by the Holder on the other, and each party's relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission; provided, however, that, in any such case, (A) no such Holder will be required to contribute any amount in excess of the public offering price of all such Registrable Shares offered by such Holder pursuant to such registration statement; and (B) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation.

Indemnification of Holders. In the event that the Company If NetScout registers any of the Registrable Shares under the Securities ActAct pursuant to this Agreement, the Company will NetScout shall indemnify and hold harmless each Holder and each underwriter of the Registrable Shares so registered, each of such Holder’s Affiliates (including without limitation their officers, directors, affiliates and partners) so registered (including any broker or dealer through whom such shares may be sold) and each personPerson, if any, who controls a Holder or any such Holder underwriter within the meaning of Section 15 of the Securities Act), and each of such Holders’ and such Affiliates’ respective officers, directors, employees, partners, agents and members, Act from and against any and all losses, claims, damages, expenses or liabilities (or any action in respect thereof)liabilities, joint or several, to which they or any of them become subject under the Securities Act, the Securities Exchange Act of 1934applicable state securities laws or under any other statute or at common law or otherwise, 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 (collectively, “Applicable Securities Laws”)incurred, and, except as hereinafter provided, will shall reimburse each such Holder, each such Affiliate underwriter and each such officer, director, employee, partner, agent or membercontrolling Person, if any, for any legal or other expenses reasonably incurred by them or any of them, as such expenses are incurred, them in connection with investigating, preparing investigating or defending any actions whether or not resulting in any liability, as incurred, insofar as such losses, claims, damages, expenses, liabilities or actions arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the registration statement, in any preliminary or amended preliminary prospectus or in the final prospectus (or the registration statement or prospectus as from time to time amended or supplemented by the Company); (iiNetScout) or arise out of 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 in light of the circumstances under which they were made not misleading; , or (iii) any violation by NetScout of any rule or regulation promulgated under the Company Securities Act or any state securities law applicable to NetScout and relating to action or inaction required of Applicable Securities Laws NetScout in connection with such registration; provided, however, that the indemnity contained in this Section 2.5(aUNLESS (i) will not apply where such untrue statement or alleged untrue statement or omission or alleged omission was made in such registration statement, preliminary or amended, amended preliminary prospectus or final prospectus in reliance upon and in conformity with information furnished to NetScout in writing to the Company in connection therewith by any such Holder (in the case of Registrable Shares indemnification of such Holder), any such underwriter (in the case of indemnification of such underwriter) or any such controlling person Person (in the case of indemnification of such controlling Person) expressly for use therein. Notwithstanding the foregoing, the Company will not be required to indemnify any of the foregoing persons from and against any and all losses, claims, damages, expenses or liabilities ; (or any action in respect thereofii) if such untrue statement or alleged untrue statement or omission was made in such registration statement, preliminary or amended, preliminary prospectus or prospectus and alleged omission was corrected in a subsequent final or amended prospectus that was required by law to be copies of which were delivered to the person making the claim with respect to which indemnification is sought hereundersuch Holder or such underwriter on a timely basis, and such subsequent prospectus was made available by the Company to permit delivery of Holder or such prospectus in a timely manner by the Holder to the proposed purchaser, and such subsequent prospectus was so delivered to the Holder making the claim for indemnification and such Holder underwriter failed to deliver such corrected prospectus. Promptly after receipt by any Holder a copy of the final or amended prospectus at or prior to the confirmation of the sale of the Registrable Shares to the Person asserting any such loss, claim, damage or liability in any controlling person of notice case where such delivery is required by the Securities Act; or (iii) the sale of the commencement Registrable Shares to the Person asserting any such loss, claim, damage or liability occurred after NetScout gave notice to the Holders of any action in respect of which indemnity may be sought against the Company, such Holder of Registrable Shares, or such controlling person, as the case may be, will notify the Company in writing suspension 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 such Holder of Registrable Shares, 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. Such Holder of Registrable Shares or any such controlling person shall have the right to employ separate counsel in any such action and to participate in the defense thereof in the event the representation of such Holder or controlling person by counsel retained by or on the behalf use of the Company would be inappropriate due to conflicts of interest between any such person and any other party represented by such counsel Resale Prospectus 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 accordance with Section 2.5(a2.2(b) 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 2.5(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 plaintiff to the parties being so indemnified of a release from all liability in respect to such claim or litigationhereof.

Indemnification of Holders. In the event that the Company -------------------------- registers any of the Registrable Shares under the Securities Act, the Company will indemnify and hold harmless each Holder and each underwriter of the Registrable Shares so registered, each of such Holder’s Affiliates registered (including without limitation any broker or dealer through which such shares may be sold) and each person, if any, who controls such Holder or any such underwriter within the meaning of Section 15 of the Securities Act), and each of such Holders’ and such Affiliates’ respective officers, directors, employees, partners, agents and members, Act from and against any and all losses, claims, damages, expenses or liabilities (or any action in respect thereof), joint or several, to which they or any of them become subject under the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a state securities or under any other statute or at common law or any rule or regulation under the Securities Act, the Exchange Act or any state securities law (collectively, “Applicable Securities Laws”)otherwise, and, except as hereinafter provided, will reimburse each such Holder, each such Affiliate underwriter and each such officer, director, employee, partner, agent or membercontrolling person, if any, for any legal or other expenses reasonably incurred by them or any of them, as such expenses are incurred, in connection with investigating, preparing 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 (i) any untrue statement or alleged untrue statement of a material fact contained in the 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 Company); (ii) the any 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; or (iii) any violation by the Company of Applicable the Securities Laws in connection with such registrationAct, 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 2.5(a2.4(a) will not apply where 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 such Holder of Registrable Shares Shares, any such underwriter or any such controlling person expressly for use therein. Notwithstanding the foregoing, the Company will not be required to indemnify any therein or arises from such Holder's breach of the foregoing persons from and against any and all losses, claims, damages, expenses or liabilities (or any action in respect thereof) if such untrue statement or omission was made in such registration statement, preliminary or amended, preliminary prospectus or prospectus and was corrected in a subsequent prospectus that was required by law to be delivered to the person making the claim with respect to which indemnification is sought hereunder, and such subsequent prospectus was made available by the Company to permit delivery of such prospectus in a timely manner by the Holder to the proposed purchaser, and such subsequent prospectus was so delivered to the Holder making the claim for indemnification and such Holder failed to deliver such corrected prospectusits obligations under this Agreement. Promptly after receipt by any Holder of Registrable Shares 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, such 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 such 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. Such Holder of Registrable Shares 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 defense thereof in the event the representation of such Holder 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 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 reasonable fees and expenses of such separate counsel. The Company shall not be liable to indemnify any person under this Section 2.5(a2.4(a) for any settlement of any such action effected without the Company’s '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 2.5(a2.4(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 plaintiff to the parties being so indemnified of a release from all liability in respect to such claim or litigation.

Indemnification of Holders. In (a) Subject to the event that the Company registers conditions set forth below, in connection with any registration of the Registrable Shares under the Securities Actpursuant hereto, the Company will agrees to indemnify and hold harmless each Holder of the Registrable Shares so registeredand any underwriters, each of such Holder’s Affiliates (including without limitation each personselling brokers, if anydealer managers and similar securities industry professionals participating in a distribution covered by a registration statement, who controls such Holder within the meaning of Section 15 of the Securities Act), and each of such Holders’ and such Affiliates’ their respective officers, directorsdirectors and affiliates (collectively, employees, partners, agents and members, from and the "Indemnitees"): (i) against any and all losses, claims, damages, expenses damages or liabilities (or any action in respect thereof)liabilities, joint or several, to which they and expenses whatsoever arising out of or based upon (including, but not limited to, any of them become subject under 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 (collectively, “Applicable Securities Laws”), and, except as hereinafter provided, will reimburse each such Holder, each such Affiliate and each such officer, director, employee, partner, agent or member, if any, for any legal or other expenses all expense whatsoever reasonably incurred by them or any of them, as such expenses are incurred, the Indemnities in connection with investigating, preparing or defending any actions whether litigation, commenced or not resulting in threatened, or any liability, insofar as such losses, claims, damages, expenses, liabilities or actions arise out of or are claim whatsoever based upon or arising out of) (iA) any untrue statement or alleged untrue statement of a material fact contained in the registration statement, in any preliminary prospectus, or amended preliminary prospectus any amendment or in the prospectus (or supplement thereto, the registration statement or the prospectus (each as from time to time amended and supplemented), or supplemented in any application or other document executed by the Company or based upon written information furnished by the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or otherwise incident to the registration or the qualification of the Common Stock under the Securities Act or any state securities laws applicable to the Company); or (iiB) the omission or alleged omission from any item referred to state therein in the preceding clause of a material fact required to be stated therein or necessary in order to make the statements therein not misleading; or (iiiC) any other violation or alleged violation of applicable federal or state law, rule or regulation relating to action or inaction by the Company of Applicable Securities Laws in connection with any such registrationregistration or qualification; provided, however, that with respect to an Indemnitee, the indemnity agreement contained in this Section 2.5(a) will herein shall not apply where to any loss, claim, damage, liability or action of or involving such Indemnitee arising out of or based upon any untrue or alleged untrue statement or omission was made in such registration statement, preliminary or amended, preliminary prospectus or prospectus in reliance upon and in conformity with any information furnished in writing to the Company in connection therewith by such Holder of Registrable Shares or any such controlling person Indemnitee expressly for use therein. Notwithstanding ; (ii) subject to the foregoingproviso contained in subsection (i) above, the Company will not be required to indemnify any of the foregoing persons from and against any and all losses, claims, damagesdamages and liabilities, joint or several, and expenses whatsoever to the extent of the aggregate amount paid in settlement of any litigation, commenced or liabilities (threatened, or of any action in respect thereof) if claim whatsoever based upon any such untrue statement or omission was made or any such alleged untrue statement or omission (including, but not limited to, any and all expenses whatsoever reasonably incurred by the Indemnitees or their respective counsel in investigating, preparing or defending against any such registration statementlitigation or claim) if such settlement is effected with the written consent of the Company which consent shall not be unreasonably withheld. (b) The Company will enter into an underwriting agreement and other agreements with the underwriter or underwriters for any offering registered under the Securities Act pursuant to this Agreement and with the Holders selling Registrable Securities pursuant to such offering, preliminary or amended, preliminary prospectus or prospectus and was corrected in a subsequent prospectus that was required by law to be delivered to the person making the claim such underwriting agreement and other agreements shall contain customary provisions with respect to indemnification which shall, at a minimum, provide the indemnification is sought hereunder, and such subsequent prospectus was made available set forth above. (c) The procedure for indemnification by the Company to permit delivery of such prospectus in a timely manner by the Holder to the proposed purchaser, and such subsequent prospectus was so delivered to the Holder making the claim for indemnification and such Holder failed to deliver such corrected prospectus. Promptly after receipt by any Holder of Registrable Shares or any controlling person of notice of the commencement of under this Section 9 shall be as follows: (i) if any action or proceeding (including any governmental investigation or inquiry) shall be brought or asserted against an Indemnitee in respect of which indemnity may be sought against from the Company, such Holder of Registrable Shares, or such controlling person, as the case may be, will Indemnitee shall promptly notify the Company in writing of the commencement thereofwriting, and, subject to the provisions hereinafter stated, and the Company shall be entitled to assume the defense of such action (thereof, including the employment of counsel, who shall be counsel reasonably satisfactory to such Holder of Registrable Shares, or such controlling person, as the case may be), Indemnitee and the payment of all reasonable expenses insofar related thereto (including those of such counsel), by delivering written notice of its election to do so within fifteen (15) days following receipt of notice from such Indemnitee; provided that the failure of the Indemnitee to give the Company prompt notice as provided herein shall not relieve the Company of its indemnification obligations hereunder except to the extent, if any, the Company shall have been prejudiced thereby. (ii) such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company. Such Holder of Registrable Shares or any such controlling person Indemnitee shall have the right to employ separate counsel in any such action and to participate in the defense thereof in the event the representation of such Holder or controlling person by counsel retained by or on the behalf of the Company would be inappropriate due to conflicts of interest between any such person and any other party represented by such counsel in such proceeding or actionthereof, in which case the Company shall pay, as incurred, but the fees and expenses of such separate counselcounsel shall be the expense of such Indemnitee unless (A) the Company has agreed to pay such fees and expenses, or (B) the Company has failed to assume the defense of such action or proceeding by delivering the notice referred to in subsection (i) hereof or (C) the Company has failed to employ counsel reasonably satisfactory to the Indemnitee within ten (10) days after the Company has elected to assume the defense of such action pursuant to subsection (i) hereof, or if such counsel has been employed by the Company, at any time after such employment, such counsel ceases (in the reasonable judgment of the Indemnitee) to be reasonably satisfactory, or (D) the named parties to any such action or proceeding (including any impleaded parties) include both such Indemnitee and the Company, and such Indemnitee shall have been advised by counsel that there may be one or more legal defenses available to such Indemnitee that are different from or additional to those available to the Company creating a conflict of interest on the part of such counsel to represent both parties; and (iii) if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the expense of the Company as permitted by the provisions of the preceding subsection (ii), the Company shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnitee. The foregoing notwithstanding, the Company shall not be liable to indemnify for the reasonable fees and expenses of more than one (1) separate firm of attorneys at any person under this Section 2.5(atime for such Indemnitee and any other Indemnitee (which firm shall be designated in writing by such Indemnitee) for in connection with any settlement of any one such action effected without or proceeding or separate but substantially similar or related actions or proceedings in the Company’s consent (which consent shall not be unreasonably withheld). The Company shall not, except with same jurisdiction arising out of the approval of each party being indemnified under this Section 2.5(a) (which approval will not be unreasonably withheld), consent to entry of any judgment same general allegations or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to the parties being so indemnified of a release from all liability in respect to such claim or litigationcircumstances.

Indemnification of Holders. In the event that the Company registers any of the Registrable Shares under the Securities Act, the Company will indemnify and hold harmless each Holder and each underwriter of the Registrable Shares so registered, each of such Holder’s Affiliates registered (including without limitation any broker or dealer through whom such shares may be sold) and each person, if any, who controls such Holder within the meaning of the Securities Act or any such underwriter within the meaning of Section 15 of the Securities Act), and each of such Holders’ and such Affiliates’ respective officers, directors, employees, partners, agents and members, Act from and against any and all losses, claims, damages, expenses or liabilities (or any action in respect thereof), joint or several, to which they or any of them become subject under the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a state securities or under any other statute or at common law or any rule or regulation under the Securities Act, the Exchange Act or any state securities law (collectively, “Applicable Securities Laws”)otherwise, and, except as hereinafter provided, will reimburse each such Holder, such Holder's directors and officers, each such Affiliate underwriter and each such officer, director, employee, partner, agent or membercontrolling person, if any, for any legal or other expenses reasonably incurred by them or any of them, as such expenses are incurred, in connection with investigating, preparing defending, or defending settling 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 (i) any untrue statement or alleged untrue statement of a material fact contained in the 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 Company); (ii) arise out of 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; or (iii) any violation by the Company of Applicable the Securities Laws in connection with such registrationAct, 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 2.5(a2.3(a) will not apply where 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 such Holder of Registrable Shares Shares, any such underwriter or any such controlling person expressly for use therein. Notwithstanding the foregoing, the Company will not be required to indemnify any of the foregoing persons from and against any and all losses, claims, damages, expenses or liabilities (or any action in respect thereof) if such untrue statement or omission was made in such registration statement, preliminary or amended, preliminary prospectus or prospectus and was corrected in a subsequent prospectus that was required by law to be delivered to the person making the claim with respect to which indemnification is sought hereunder, and such subsequent prospectus was made available by the Company to permit delivery of such prospectus in a timely manner by the Holder to the proposed purchaser, and such subsequent prospectus was so delivered to the Holder making the claim for indemnification and such Holder failed to deliver such corrected prospectus. Promptly after receipt by any Holder of Registrable Shares 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, such 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 such 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. Such Holder of Registrable Shares 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 defense thereof in the event the representation of such Holder 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 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 2.5(a2.3(a) for any settlement of any such action effected without the Company’s '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 2.5(a2.3(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 plaintiff to the parties being so indemnified of a release from all liability in respect to such claim or litigation.