Common use of Indemnification of Investors Clause in Contracts

Indemnification of Investors. In the event that the Company registers any of the Registrable Securities under the Securities Act, the Company will indemnify and hold harmless each Investor and each underwriter of the Registrable Securities (including the officers, directors, employees, agents, affiliates and partners of each such Investor and underwriter) so registered (including any broker or dealer through whom such shares may be sold) and each Person (as defined in Section 2(2) of the Securities Act), if any, who controls such Investors or any such underwriter within the meaning of Section 15 of the Securities Act from and against any and all losses, claims, damages, expenses or liabilities, joint or several, to which they or any of them become subject under the Securities Act, applicable state securities laws or under any other statute or at common law or otherwise, as incurred, and, except as hereinafter provided, will reimburse each such Investor, each such underwriter and each such controlling Person, if any, for any legal or other expenses reasonably incurred by them or any of them in connection with 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 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) 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 any violation by the Company of any rule or regulation promulgated under the Securities 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, unless (i) such untrue statement or alleged untrue statement or omission or alleged omission was made in such Registration Statement, preliminary or 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 Investor (in the case of indemnification of such Investor), any such underwriter (in the case of indemnification of such underwriter) or any such controlling Person (in the case of indemnification of such controlling Person) expressly for use therein, or UNLESS (ii) in the case of a sale directly by such Investor (including a sale of such Registrable Securities through any underwriter retained by such Investor to engage in a distribution solely on behalf of such Investor), such untrue statement or alleged untrue statement or omission or alleged omission was contained in a preliminary prospectus and corrected in a final or amended prospectus copies of which were delivered to such Investor or such underwriter on a timely basis, and such Investor or such underwriter failed to deliver a copy of the final or amended prospectus at or prior to the confirmation for the sale of the Registrable Securities to the Person asserting any such loss, claim, damage or liability in any case where such delivery is required by the Securities Act. Promptly after receipt by any Investor, 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 Investor, or such underwriter or such controlling Person, as the case may be, will notify the Company in writing of the commencement thereof (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 Investor, 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 Investor, 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, but the fees and expenses of such counsel subsequent to any assumption of the defense by the Company shall not be at the expense of the Company unless (a) the employment of such counsel has been specifically authorized in writing by the Company or (b) the representation of both the Company and the indemnified party(ies) by the same counsel would be inappropriate due to actual or potential conflicts of interest between them. The Company shall not be liable to indemnify any Investor, underwriter or controlling Person for any settlement of any such action effected without the Company's written consent (which shall not be unreasonably withheld). The Company shall not, except with the approval of each party being indemnified under this Section 5(a), consent to entry of any judgment or enter into any settlement 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. In order to provide for just and equitable contribution to joint liability under the Securities Act in any case in which any Investor exercising rights under this Agreement, or any controlling Person of any such Investor, makes a claim for indemnification pursuant to this Section 5(a), 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 5(a) provides for indemnification in such case, then the Company and such Investor 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 Investor 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 Investor 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 Investor 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 Investor will be required to contribute any amount in excess of the proceeds received by such Investor from the sale of all such Registrable Securities sold pursuant to such Registration Statement; and (B) no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

Indemnification of Investors. In the event that the The Company registers any of the Registrable Securities under the Securities Act, the Company will shall indemnify and hold harmless each selling Investor and each underwriter of the Registrable Securities (including the officers, directors, employees, agents, affiliates and partners of each such Investor and underwriter) so registered (including any broker or dealer through whom such shares may be sold) and each Person (as defined in Section 2(2) of the Securities Act)person, if any, who controls such Investors or any such underwriter selling Investor within the meaning of Section 15 of the Securities Act from and against any and all losses, claims, damages, expenses or liabilitiesliabilities (or any action in respect thereof), joint or several, to which they or any of them become subject under the Securities Act, applicable state securities laws Act or under any other statute or at common law or otherwise, as incurred, and, except as hereinafter provided, will reimburse each such Investor, each such underwriter Investor and each such controlling Personperson, if any, for any legal or other expenses reasonably incurred by them or any of them them, as such expenses are incurred, in connection with 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 the Securities Act, the Exchange Act, a state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities laws applicable to law; provided, however, that the Company and relating to action or inaction required of the Company indemnity contained in connection with such registration, unless (ithis Section 7(a) will not apply where such untrue statement or alleged untrue statement or omission or alleged omission was made in such Registration Statementregistration 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 selling Investor (in the case of indemnification of such Investor), any such underwriter (in the case of indemnification of such underwriter) or any such controlling Person (in the case of indemnification of such controlling Person) person expressly for use therein, or UNLESS (ii) in the case of a sale directly by such Investor (including a sale of such Registrable Securities through any underwriter retained by such Investor to engage in a distribution solely on behalf of such Investor), such untrue statement or alleged untrue statement or omission or alleged omission was contained in a preliminary prospectus and corrected in a final or amended prospectus copies of which were delivered to such Investor or such underwriter on a timely basis, and such Investor or such underwriter failed to deliver a copy of the final or amended prospectus at or prior to the confirmation for the sale of the Registrable Securities to the Person asserting any such loss, claim, damage or liability in any case where such delivery is required by the Securities Act. Promptly after receipt by any Investor, any underwriter selling Investor 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 Investor, selling Investor or such underwriter or such controlling Personperson, as the case may be, will notify the Company in writing of the commencement thereof (PROVIDED, that failure to so notify the Company shall not relieve the Company from any liability it may have hereunder) thereof; 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 Investor, such underwriter selling Investor 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. Such Investor, any such underwriter selling Investor or any such controlling Person person shall have the right to employ separate counsel in any such action and to participate in the defense thereofthereof in the event the representation of such Investor 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, but in which case the Company shall pay, as incurred, the fees and expenses of such counsel subsequent to any assumption of the defense by the Company shall not be at the expense of the Company unless (a) the employment of such counsel has been specifically authorized in writing by the Company or (b) the representation of both the Company and the indemnified party(ies) by the same counsel would be inappropriate due to actual or potential conflicts of interest between themseparate counsel. The Company shall not be liable to indemnify any Investor, underwriter or controlling Person person under this Section 7(a) for any settlement of any such action effected without the Company's written consent (which consent shall not be unreasonably withheld). The Company shall not, except with the approval of each party being indemnified under this Section 5(a7(a) (which approval will not be unreasonably withheld), consent to entry of any judgment or enter into any settlement which 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. In order to provide for just and equitable contribution to joint liability under the Securities Act in any case in which any Investor exercising rights under this Agreement, or any controlling Person of any such Investor, makes a claim for indemnification pursuant to this Section 5(a), 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 5(a) provides for indemnification in such case, then the Company and such Investor 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 Investor 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 Investor 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 Investor 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 Investor will be required to contribute any amount in excess of the proceeds received by such Investor from the sale of all such Registrable Securities sold pursuant to such Registration Statement; and (B) no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

Indemnification of Investors. In the event that the The Company registers any of the Registrable Securities under the Securities Act, the Company will agrees to indemnify and hold harmless each the Investor and each underwriter of the Registrable Securities (including the officers, directors, employees, agents, affiliates and partners of each such Investor and underwriter) so registered (including any broker or dealer through whom such shares may be sold) and each Person (as defined in Section 2(2) of the Securities Act)person, if any, who controls such Investors or any such underwriter the Investor within the meaning of Section 15 of the Securities Act from and or Section 20 of the Exchange Act as follows: (i) against any and all lossesloss, claimsliability, damagesclaim, expenses or liabilities, joint or several, to which they or any of them become subject under the Securities Act, applicable state securities laws or under any other statute or at common law or otherwisedamage and expense whatsoever, as incurred, andarising out of any untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), except as hereinafter providedincluding any prospectus, will reimburse each such Investor, each such underwriter and each such controlling Person, if any, for or in any legal offering circular or other expenses reasonably incurred by them or any of them in connection with investigating or defending any actions whether or not resulting in any liabilitydocument, as incurredapplicable, insofar as such losses, claims, damages, expenses, liabilities or actions arise the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statement therein not misleading or arising out of or are based upon 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 any amendment or prospectus supplement thereto), or in any offering circular or other document, as from time to time amended applicable, or supplemented by the Company) or arise out of or are based upon 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 the light of the circumstances under which they were made, not misleading; (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 violation investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any 25 such statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11.3(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expenses whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Company of Investors), reasonably incurred in investigating, preparing or defending against any rule or regulation promulgated under the Securities Act litigation, or any state securities laws applicable to the Company and relating to action investigation or inaction required of the Company in connection with such registrationproceeding by any governmental agency or body, unless (i) commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i ) or (ii) above; provided, however, that this indemnity shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission or alleged omission was made in such Registration Statement, preliminary or amended preliminary prospectus or final prospectus in reliance upon and in conformity with written information furnished in writing to the Company in connection therewith by any such the Investor (in the case of indemnification of such Investor), any such underwriter (in the case of indemnification of such underwriter) or any such controlling Person (in the case of indemnification of such controlling Person) expressly for use thereinin the Registration Statement (or any amendment thereto), including any prospectus (or any amendment or supplement thereto), or UNLESS (ii) in the case of a sale directly by such Investor (including a sale of such Registrable Securities through any underwriter retained by such Investor to engage in a distribution solely on behalf of such Investor), such untrue statement or alleged untrue statement or omission or alleged omission was contained in a preliminary prospectus and corrected in a final or amended prospectus copies of which were delivered to such Investor or such underwriter on a timely basis, and such Investor or such underwriter failed to deliver a copy of the final or amended prospectus at or prior to the confirmation for the sale of the Registrable Securities to the Person asserting any such loss, claim, damage or liability in any case where such delivery is required by the Securities Act. Promptly after receipt by any Investor, any underwriter offering circular or any controlling Person of notice of the commencement of any action in respect of which indemnity may be sought against the Company, such Investor, or such underwriter or such controlling Personother document, as the case may be, will notify the Company in writing of the commencement thereof (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 Investor, 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 Investor, 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, but the fees and expenses of such counsel subsequent to any assumption of the defense by the Company shall not be at the expense of the Company unless (a) the employment of such counsel has been specifically authorized in writing by the Company or (b) the representation of both the Company and the indemnified party(ies) by the same counsel would be inappropriate due to actual or potential conflicts of interest between them. The Company shall not be liable to indemnify any Investor, underwriter or controlling Person for any settlement of any such action effected without the Company's written consent (which shall not be unreasonably withheld). The Company shall not, except with the approval of each party being indemnified under this Section 5(a), consent to entry of any judgment or enter into any settlement 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. In order to provide for just and equitable contribution to joint liability under the Securities Act in any case in which any Investor exercising rights under this Agreement, or any controlling Person of any such Investor, makes a claim for indemnification pursuant to this Section 5(a), 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 5(a) provides for indemnification in such case, then the Company and such Investor 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 Investor 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 Investor 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 Investor 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 Investor will be required to contribute any amount in excess of the proceeds received by such Investor from the sale of all such Registrable Securities sold pursuant to such Registration Statement; and (B) no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentationapplicable.

Indemnification of Investors. In (a) The Company Entities and the event that the Company registers any of the Registrable Securities under the Securities ActMajor Shareholder (each, an “Indemnifying Party” and together, the Company “Indemnifying Parties”) will indemnify jointly and severally indemnify, defend and hold harmless each Investor and each underwriter of the Registrable Securities (including the Investors and its Affiliates and their respective directors, officers, directorsshareholders, employeessubsidiaries, agentsmembers, affiliates controlling persons, partners, employees and partners of each such Investor agents (each, an “Indemnified Party” and underwritertogether, the “Indemnified Parties”) so registered (including any broker or dealer through whom such shares may be sold) and each Person (as defined in Section 2(2) of to the Securities Act), if any, who controls such Investors or any such underwriter within the meaning of Section 15 of the Securities Act fullest extent permitted by Legal Requirement from and against any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses (including reasonable fees, disbursements and other charges of counsel incurred by any Indemnified Party in any action between the Indemnifying Parties and such Indemnified Party or liabilitiesbetween any Indemnified Party and any third party or otherwise), joint including all judgments, disbursements, amounts paid in settlements, court costs and costs of investigation in respect thereof (collectively, “Losses”) that any such Indemnified Party may suffer or severalincur as a result of or relating to any misrepresentation, to which they breach or inaccuracy of any representation, warranty, covenant or agreement made by any of them become the Company Entities in any Transaction Document. The foregoing indemnification shall be subject to the following: (i) no claims made under this Section 4.5 shall be brought against the Securities ActCompany unless such claims exceed in the aggregate $50,000, applicable state securities laws at which point claims may be made for the full amount of any losses or damages, (ii) the maximum aggregate amount of indemnity under any other statute or at common law or otherwisethis Section 4.5 shall not exceed the aggregate Investment Amount of the Investor on whose behalf the claim is being made except with respect to fraud and willful misrepresentation, as incurredin which case the Company Entities and the Major Shareholder shall be jointly and severally liable for all such Losses. In addition to the indemnity contained herein, and, except as hereinafter provided, the Company will reimburse each such Investor, each such underwriter Indemnified Party for its reasonable legal and each such controlling Person, if any, for any legal or other expenses reasonably incurred by them or (including the cost of any of them investigation, preparation and travel in connection with investigating or defending any actions whether or not resulting therewith) incurred in any liabilityconnection therewith, as such expenses are incurred. (b) Each Indemnified Party under this Section 4.5 shall, insofar as such losses, claims, damages, expenses, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in promptly after 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) 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 any violation by the Company of any rule or regulation promulgated under the Securities 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, unless (i) such untrue statement or alleged untrue statement or omission or alleged omission was made in such Registration Statement, preliminary or 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 Investor (in the case of indemnification of such Investor), any such underwriter (in the case of indemnification of such underwriter) or any such controlling Person (in the case of indemnification of such controlling Person) expressly for use therein, or UNLESS (ii) in the case of a sale directly by such Investor (including a sale of such Registrable Securities through any underwriter retained by such Investor to engage in a distribution solely on behalf of such Investor), such untrue statement or alleged untrue statement or omission or alleged omission was contained in a preliminary prospectus and corrected in a final or amended prospectus copies of which were delivered to such Investor or such underwriter on a timely basis, and such Investor or such underwriter failed to deliver a copy of the final or amended prospectus at or prior to the confirmation for the sale of the Registrable Securities to the Person asserting any such loss, claim, damage or liability in any case where such delivery is required by the Securities Act. Promptly after receipt by any Investor, any underwriter or any controlling Person of notice of the commencement of any action claim against such Indemnified Party in respect of which indemnity may be sought against from the CompanyIndemnifying Parties under this Section 4.5, such Investor, or such underwriter or such controlling Person, as the case may be, will notify the Company in writing Indemnifying Parties of the commencement thereof (PROVIDED, that failure thereof. The omission of any Indemnified Party to so notify the Company Indemnifying Parties of any such action shall not relieve the Company Indemnifying Parties from any liability which it may have hereunderto such Indemnified Party (i) andother than pursuant to this Section 4.5 or (ii) under this Section 4.5 unless, subject and only to the provisions hereinafter statedextent that, such omission results in the Indemnifying Parties’ forfeiture of substantive and/or procedural rights or defenses. In case any such claim shall be brought against any Indemnified Party, and it shall notify the Indemnifying Parties of the commencement thereof, the Company Indemnifying Parties shall be entitled to assume the defense of such action (including the employment of counselthereof at its own expense, who shall be with counsel reasonably satisfactory to such InvestorIndemnified Party in its reasonable judgment; provided, however, that any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any claim in which both the Indemnifying Parties, on the one hand, and an Indemnified Party, on the other hand, are, or are reasonably likely to become, a party, 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 Investor, any such underwriter or any such controlling Person Indemnified Party shall have the right to employ separate counsel in any such action and to participate control its own defense of such claim if, in the defense thereofreasonable opinion of counsel to such Indemnified Party, but either (1) one or more defenses are available to the Indemnified Party that are not available to the Indemnifying Parties or (2) a conflict or potential conflict exists between the Indemnifying Parties, on the one hand, and such Indemnified Party, on the other hand that would make such separate representation advisable; provided, however, that the Indemnifying Parties (x) shall not be liable for the fees and expenses of more than one counsel to all Indemnified Parties and (y) shall reimburse the Indemnified Parties for all of such reasonable fees and expenses of such counsel subsequent to incurred in any assumption action between the Indemnifying Parties and the Indemnified Parties or between the Indemnified Parties and any third party, as such expenses are incurred. Each of the defense by Indemnifying Parties agrees that it will not, without the Company shall not be at the expense prior written consent of the Company relevant Indemnified Party, settle, compromise or consent to the entry of any judgment in any pending or threatened claim relating to the matters contemplated hereby (if any Indemnified Party is a party thereto or has been actually threatened to be made a party thereto) unless (a) the employment such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability arising or that may arise out of such counsel has been specifically authorized in writing by the Company or (b) the representation of both the Company and the indemnified party(ies) by the same counsel would be inappropriate due to actual or potential conflicts of interest between themclaim. The Company Indemnifying Parties shall not be liable to indemnify any Investor, underwriter or controlling Person for any settlement of any such action claim effected against an Indemnified Party without the Company's its written consent, which consent (which shall not be unreasonably withheld). The Company shall not, except with the approval of each party being indemnified under Nothing in this Section 5(a), consent 4.5 shall restrict or limit any rights that any Indemnified Party may have to entry of any judgment or enter into any settlement 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. In order to provide for just and seek equitable contribution to joint liability under the Securities Act in any case in which any Investor exercising rights under this Agreement, or any controlling Person of any such Investor, makes a claim for indemnification pursuant to this Section 5(a), 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 5(a) provides for indemnification in such case, then the Company and such Investor 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 Investor 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 Investor 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 Investor 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 Investor will be required to contribute any amount in excess of the proceeds received by such Investor from the sale of all such Registrable Securities sold pursuant to such Registration Statement; and (B) no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentationrelief.

Indemnification of Investors. In the event that the Company registers any Investor or any director, officer, employee, affiliate or agent thereof (each, an “Indemnitee”) becomes involved in any capacity in any action, proceeding, investigation or inquiry (any of the Registrable Securities under foregoing, a “Proceeding”) as a result of Indemnitee’s role or position with the Securities ActCompany, the Company will shall reimburse each Indemnitee for its legal and other expenses (including the cost of any investigation and preparation) as they are incurred by such Indemnitee in connection therewith. The Company also agrees to indemnify each Indemnitee, pay on demand and protect, defend, save and hold harmless each Investor and each underwriter of the Registrable Securities (including the officers, directors, employees, agents, affiliates and partners of each such Investor and underwriter) so registered (including any broker or dealer through whom such shares may be sold) and each Person (as defined in Section 2(2) of the Securities Act), if any, who controls such Investors or any such underwriter within the meaning of Section 15 of the Securities Act from and against any and all liabilities, damages, losses, settlements, claims, damagesactions, suits, penalties, fines, costs or expenses or liabilities(including, joint or severalwithout limitation, to which they or attorneys’ fees) (any of them become subject under the Securities Actforegoing, applicable state securities laws or under any other statute or at common law or otherwise, as incurred, and, except as hereinafter provided, will reimburse each such Investor, each such underwriter and each such controlling Person, if any, for any legal or other expenses reasonably a “Claim”) incurred by them or asserted against any Indemnitee of them in connection with investigating whatever kind or defending nature, arising from any actions whether or not resulting in any liability, as incurred, insofar as such losses, claims, damages, expenses, liabilities or actions arise out breach of or are based upon 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 this Agreement by the Company) or arise out of or are based upon . Notwithstanding 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 any violation by the Company of any rule or regulation promulgated under the Securities 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, unless (i) such untrue statement or alleged untrue statement or omission or alleged omission was made in such Registration Statement, preliminary or 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 Investor (in the case of indemnification of such Investor), any such underwriter (in the case of indemnification of such underwriter) or any such controlling Person (in the case of indemnification of such controlling Person) expressly for use therein, or UNLESS (ii) in the case of a sale directly by such Investor (including a sale of such Registrable Securities through any underwriter retained by such Investor to engage in a distribution solely on behalf of such Investor), such untrue statement or alleged untrue statement or omission or alleged omission was contained in a preliminary prospectus and corrected in a final or amended prospectus copies of which were delivered to such Investor or such underwriter on a timely basis, and such Investor or such underwriter failed to deliver a copy of the final or amended prospectus at or prior to the confirmation for the sale of the Registrable Securities to the Person asserting any such loss, claim, damage or liability in any case where such delivery is required by the Securities Act. Promptly after receipt by any Investor, 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 Investor, or such underwriter or such controlling Person, as the case may be, will notify the Company in writing of the commencement thereof (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 statedforegoing, 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 Investor, 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 have no liability in respect of which indemnity may be sought against the Company. Such Investor, 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, but the fees and expenses of such counsel subsequent to any assumption of the defense by the Company shall not be at the expense of the Company unless (a) the employment of such counsel has been specifically authorized in writing by the Company or (b) the representation of both the Company and the indemnified party(ies) by the same counsel would be inappropriate due to actual or potential conflicts of interest between them. The Company shall not be liable to indemnify any Investor, underwriter or controlling Person for any settlement of any such action effected without the Company's written consent (which shall not be unreasonably withheld). The Company shall not, except with the approval of each party being indemnified under this Section 5(a), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff 14(a)(xxi) to the parties being so indemnified of a release from all liability in respect to such claim or litigation. In order to provide for just and equitable contribution to joint liability under the Securities Act in any case in which any Investor exercising rights under this Agreement, or any controlling Person of any such Investor, makes a claim for indemnification pursuant to this Section 5(a), but extent that it is judicially determined (by the entry of in a final judgment or decree by a court of competent jurisdiction and that any Proceeding or Claim resulted directly from the expiration of time to appeal gross negligence or the denial willful misconduct of the last right of appeal) Indemnitee. The foregoing agreement shall be in addition to any rights that such indemnification any Indemnitee may not be enforced in such case notwithstanding the fact that this Section 5(a) provides for indemnification in such case, then the have at common law or otherwise. The Company and such Investor will contribute to the aggregate losses, claims, damages shall advance all expenses reasonably incurred by or liabilities to which they may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault on behalf of the Company on the one hand and of the Investor on the other Indemnitees in connection with any Claim or potential Claim within thirty (30) days after 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 Investor 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 receipt by the Company on the one hand or by the Investor on the other, and each party's relative intent, knowledge, access to information and opportunity to correct or prevent such of a statement or omission; PROVIDED, HOWEVER, that, in any such case, (A) no such Investor will be required to contribute any amount in excess of the proceeds received by such Investor statements from the sale of all Indemnitee requesting such Registrable Securities sold advance payment or payments from time to time provided that such Indemnitee has signed an undertaking pursuant to which the Indemnitee agrees to repay such Registration Statement; and (B) no Person guilty of fraudulent misrepresentation (within advances in the meaning of Section 11(f) of the Securities Act) will be event it is determined that such Indemnitee was not entitled to contribution from any Person who was not guilty of such fraudulent misrepresentationindemnification pursuant to this Section 14(a)(xxi).

Indemnification of Investors. (a) In addition to the event that indemnity provided in the Company registers any of the Registrable Securities under the Securities ActRegistration Rights Agreement, and without duplication thereof, the Company will indemnify and hold harmless each Investor the Investors and each underwriter of the Registrable Securities (including the their directors, officers, directorsshareholders, employeespartners, agentsemployees and agents (each, affiliates and partners of each such an “Investor and underwriterParty”) so registered (including any broker or dealer through whom such shares may be sold) and each Person (as defined in Section 2(2) of the Securities Act), if any, who controls such Investors or any such underwriter within the meaning of Section 15 of the Securities Act harmless from and against any and all losses, liabilities, obligations, claims, contingencies, damages, expenses costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation (collectively, “Losses”) that any such Investor Party may suffer or liabilitiesincur as a result of or relating to any misrepresentation, joint breach or severalinaccuracy of any representation, warranty, covenant or agreement made by the Company in any Transaction Document, provided that such Losses did not arise from willful misconduct or gross negligence by such Investor Party. In addition to which they or any of them become subject under the Securities Actindemnity contained herein, applicable state securities laws or under any other statute or at common law or otherwise, as incurred, and, except as hereinafter provided, the Company will reimburse each such Investor, each such underwriter Investor Party for its reasonable legal and each such controlling Person, if any, for any legal or other expenses reasonably incurred by them or (including the cost of any of them investigation, preparation and travel in connection with investigating or defending any actions whether or not resulting therewith) incurred in any liabilityconnection therewith, as such expenses are incurred, insofar as such losses, claims, damages, expenses, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained . (b) In addition to the indemnity provided in the Registration StatementRights Agreement, 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) 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 each Investor shall severally and not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act or any state securities laws applicable to jointly indemnify and hold the Company and its directors, officers, shareholders, partners, employees and agents (each, a “Company Party”) harmless from any and all Losses that any such Company Party may suffer or incur as a result of or relating to action any misrepresentation, breach or inaction required inaccuracy of the Company in connection with such registrationany representation, unless (i) such untrue statement warranty, covenant or alleged untrue statement or omission or alleged omission was agreement made in such Registration Statement, preliminary or 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 Investor (in the case of indemnification of such Investor), any such underwriter (in the case of indemnification of such underwriter) or any such controlling Person (in the case of indemnification of such controlling Person) expressly for use therein, or UNLESS (ii) in the case of a sale directly by such Investor (including a sale of in any Transaction Document, provided that such Registrable Securities through any underwriter retained Losses did not arise from willful misconduct or gross negligence by such Investor Company Party. In addition to engage in a distribution solely on behalf of such Investor)the indemnity contained herein, such untrue statement or alleged untrue statement or omission or alleged omission was contained in a preliminary prospectus Investor will reimburse each Company Party for its reasonable legal and corrected in a final or amended prospectus copies of which were delivered to such Investor or such underwriter on a timely basis, and such Investor or such underwriter failed to deliver a copy of the final or amended prospectus at or prior to the confirmation for the sale of the Registrable Securities to the Person asserting any such loss, claim, damage or liability in any case where such delivery is required by the Securities Act. Promptly after receipt by any Investor, 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 Investor, or such underwriter or such controlling Person, as the case may be, will notify the Company in writing of the commencement thereof (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 other expenses (including the employment cost of counselany investigation, who shall be counsel reasonably satisfactory to such Investor, such underwriter or such controlling Personpreparation and travel in connection therewith) incurred in connection therewith, as such expenses are incurred. (c) Except as otherwise set forth herein, the case may be), mechanics and procedures with respect to 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 Investor, any such underwriter or any such controlling Person shall have the right to employ separate counsel in any such action rights and to participate in the defense thereof, but the fees and expenses of such counsel subsequent to any assumption of the defense by the Company shall not be at the expense of the Company unless (a) the employment of such counsel has been specifically authorized in writing by the Company or (b) the representation of both the Company and the indemnified party(ies) by the same counsel would be inappropriate due to actual or potential conflicts of interest between them. The Company shall not be liable to indemnify any Investor, underwriter or controlling Person for any settlement of any such action effected without the Company's written consent (which shall not be unreasonably withheld). The Company shall not, except with the approval of each party being indemnified obligations under this Section 5(a), consent to entry of any judgment or enter into any settlement which does not include 4.4 shall be the same as an unconditional term thereof the giving by the claimant or plaintiff to the parties being so indemnified of a release from all liability those set forth in respect to such claim or litigation. In order to provide for just and equitable contribution to joint liability under the Securities Act in any case in which any Investor exercising rights under this Agreement, or any controlling Person of any such Investor, makes a claim for indemnification pursuant to this Section 5(a), 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 5 of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 5(a) provides for indemnification in such case, then the Company and such Investor 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 Investor 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 Investor 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 Investor 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 Investor will be required to contribute any amount in excess of the proceeds received by such Investor from the sale of all such Registrable Securities sold pursuant to such Registration Statement; and (B) no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentationRights Agreement.

Indemnification of Investors. In Subject to the event that the Company registers conditions set forth below, in connection with any registration of the Registrable Securities under the Securities Actpursuant to Section 9.4 or Section 9.5 hereof, the Company will agrees to indemnify and hold harmless (i) each Participating Investor and each underwriter of the Registrable Securities (including the officers, directors, employees, agents, affiliates director and partners officer of each such Participating Investor, (ii) any underwriter for the Company or acting on behalf of any Participating Investor and underwriter(iii) so registered (including any broker or dealer through whom such shares may be sold) and each Person (as defined in Section 2(2) of the Securities Act)person, if any, who controls such Investors or any such underwriter Participating Investor within the meaning of Section 15 of the Securities Act from (hereinafter collectively referred to as "Company Indemnified Parties" and against individually referred to as a "Company Indemnified Party") as follows: (A) Against any and all lossesloss, claimsclaim, damagesdamage and expense whatsoever (including, expenses or liabilitiesbut not limited to, joint or several, to which they or any of them become subject under the Securities Act, applicable state securities laws or under any other statute or at common law or otherwise, as incurred, and, except as hereinafter provided, will reimburse each such Investor, each such underwriter and each such controlling Person, if any, for any legal or other expenses all expense whatsoever reasonably incurred by them or any of them in connection with investigating investigating, preparing or defending any actions whether litigation, commenced or not resulting in any liabilitythreatened), as incurred, insofar as such losses, claims, damages, expenses, liabilities or actions arise arising out of or are based upon 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 (if used prior to the effective date of the registration statement), the registration statement or the Registration Statement or prospectus (as from time to time amended and supplemented), or supplemented in any application or other document executed by the Company) Company or arise out of or are 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; 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 not misleading, ; or any other violation by the Company of any rule applicable federal or regulation promulgated under the Securities Act state statutory or any state securities laws applicable to the Company and regulatory requirements or limitations relating to action or inaction required of by the Company in connection with the course of preparing, filing, or implementing such registrationregistered offering; provided, unless (ihowever, that the indemnity agreement contained in this Section 9.9(A) such shall not apply to any loss, claim, damage, liability or action arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission was made in such Registration Statement, preliminary or amended preliminary prospectus or final prospectus in reliance upon and in conformity with any information furnished in writing to the Company by or on behalf of any Company Indemnified Party expressly for use in connection therewith by or arising out of any action or inaction of any such Investor Company Indemnified Party; (B) Subject to the proviso contained in Section 9.9(A) above, against any and all loss, liability, claim, damage and expense whatsoever to the case extent of indemnification the aggregate amount paid in settlement of such Investor)any litigation, any such underwriter (in the case of indemnification of such underwriter) commenced or any such controlling Person (in the case of indemnification of such controlling Person) expressly for use thereinthreatened, or UNLESS (ii) in the case of a sale directly by such Investor (including a sale of such Registrable Securities through any underwriter retained by such Investor to engage in a distribution solely on behalf of such Investor), 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 alleged omission was contained in a preliminary prospectus and corrected in a final defending against any such litigation or amended prospectus copies claim, but subject to the provisions of which were delivered to Section 9.9(C)) if such Investor or such underwriter on a timely basis, and such Investor or such underwriter failed to deliver a copy settlement is effected with the written consent of the final Company; (C) In no case shall the Company be liable under this Section 9.9 with respect to any claim made against any Company Indemnified Party unless the Company shall be notified in writing sent by overnight courier or amended prospectus at or prior to by confirmed facsimile transmission followed by delivery of such notice by overnight air courier sent on the confirmation for the sale date of the Registrable Securities to the Person asserting any such lossfacsimile communication, claim, damage or liability in any case where such delivery is required by the Securities Act. Promptly after receipt by any Investor, any underwriter or any controlling Person of notice of the commencement of any action in respect commenced against such Company Indemnified Party, promptly after such Company Indemnified Party shall have been served with the summons or other legal process giving information as to the nature and basis of which indemnity may be sought against the claim. The failure to so notify the Company, if prejudicial in any material respect to the Company's ability to defend such Investorclaim, or such underwriter or such controlling Person, as the case may be, will notify shall relieve the Company in writing of from its liability to the commencement thereof (PROVIDEDCompany Indemnified Party under this Section 9.9, but only to the extent that the Company was so prejudiced, but the failure to so notify the Company shall not relieve the Company from any liability which it may have hereunder) and, subject to the provisions hereinafter stated, the otherwise than on account of this Section 9.9. The Company shall be entitled to participate at its own expense in the defense of any suit brought to enforce any such claim, but if the Company elects to assume the defense, such defense shall be conducted by counsel chosen by it, provided that such counsel is reasonably satisfactory to the Company Indemnified Parties, defendants in any suit so brought. In the event the Company 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 Investorthe Company Indemnified Parties, 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 Investor, any such underwriter or any such controlling Person shall have the right to employ separate counsel in any such action and to participate defendants in the defense thereofsuit, but shall, after the date they are notified of such election, bear the fees and expenses of such any counsel subsequent to any assumption of the defense thereafter retained by the Company shall not be at the expense of the Company unless (a) the employment of such counsel has been specifically authorized in writing by the Company or (b) the representation of both the Company and the indemnified party(ies) by the same counsel would be inappropriate due to actual or potential conflicts of interest between them. The Company shall not be liable to indemnify any Investor, underwriter or controlling Person for any settlement of any such action effected without the Company's written consent (which shall not be unreasonably withheld). The Company shall not, except with the approval of each party being indemnified under this Section 5(a), consent to entry of any judgment or enter into any settlement 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. In order to provide for just and equitable contribution to joint liability under the Securities Act in any case in which any Investor exercising rights under this Agreement, or any controlling Person of any such Investor, makes a claim for indemnification pursuant to this Section 5(a), 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 5(a) provides for indemnification in such case, then the Company and such Investor 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 Investor on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities, them as well as any other relevant equitable considerations. The relative fault of expenses thereafter incurred in connection with the defense thereof; provided, however, that if the Company on the one hand and of the Investor on the other shall Indemnified Parties reasonably believe that there may be determined by reference to, among other things, whether the untrue available to them any defense or alleged untrue statement of a material fact or omission or alleged omission counterclaim different than those available to state a material fact relates to information supplied by the Company on or that representation of such Company Indemnified Parties by counsel for the one hand or by the Investor on the otherCompany presents a conflict of interest for such counsel, and each party's relative intent, knowledge, access to information and opportunity to correct or prevent then such statement or omission; PROVIDED, HOWEVER, that, in any such case, (A) no such Investor will be required to contribute any amount in excess of the proceeds received by such Investor from the sale of all such Registrable Securities sold pursuant to such Registration Statement; and (B) no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will Company Indemnified Parties shall be entitled to contribution from any Person who was not guilty defend such suit with counsel of such fraudulent misrepresentationtheir own choosing and the Company shall bear the fees, expenses and other costs of one counsel for all Company Indemnified Parties.

Indemnification of Investors. In Subject to the event that the Company registers conditions set forth below, in connection with any registration of the Registrable Securities under the Securities Actpursuant to Section 9.4 or Section 9.5 hereof, the Company will agrees to indemnify and hold harmless (i) each Participating Investor and each underwriter of the Registrable Securities (including the officers, directors, employees, agents, affiliates director and partners officer of each such Participating Investor, (ii) any underwriter for the Company or acting on behalf of any Participating Investor and underwriter(iii) so registered (including any broker or dealer through whom such shares may be sold) and each Person (as defined in Section 2(2) of the Securities Act)person, if any, who controls such Investors or any such underwriter Participating Investor within the meaning of Section 15 of the Securities Act from (hereinafter collectively referred to as "Company Indemnified Parties" and against individually referred to as a "Company Indemnified Party") as follows: (A) Against any and all lossesloss, claimsclaim, damagesdamage and expense whatsoever (including, expenses or liabilitiesbut not limited to, joint or several, to which they or any of them become subject under the Securities Act, applicable state securities laws or under any other statute or at common law or otherwise, as incurred, and, except as hereinafter provided, will reimburse each such Investor, each such underwriter and each such controlling Person, if any, for any legal or other expenses all expense whatsoever reasonably incurred by them or any of them in connection with investigating investigating, preparing or defending any actions whether litigation, commenced or not resulting in any liabilitythreatened), as incurred, insofar as such losses, claims, damages, expenses, liabilities or actions arise arising out of or are based upon 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 (if used prior to the effective date of the registration statement), the registration statement or the Registration Statement or prospectus (as from time to time amended and supplemented), or supplemented in any application or other document executed by the Company) Company or arise out of or are 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; 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 not misleading, ; or any other violation by the Company of any rule applicable federal or regulation promulgated under the Securities Act state statutory or any state securities laws applicable to the Company and regulatory requirements or limitations relating to action or inaction required of by the Company in connection with the course of preparing, filing, or implementing such registrationregistered offering; provided, unless (ihowever, that the indemnity agreement contained in this Section 9.9(A) such shall not apply to any loss, claim, damage, liability or action arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission was made in such Registration Statement, preliminary or amended preliminary prospectus or final prospectus in reliance upon and in conformity with any information furnished in writing to the Company by or on behalf of any Company Indemnified Party expressly for use in connection therewith by or arising out of any action or inaction of any such Investor Company Indemnified Party; (B) Subject to the proviso contained in Section 9.9(A) above, against any and all loss, liability, claim, damage and expense whatsoever to the case extent of indemnification the aggregate amount paid in settlement of such Investor)any litigation, any such underwriter (in the case of indemnification of such underwriter) commenced or any such controlling Person (in the case of indemnification of such controlling Person) expressly for use thereinthreatened, or UNLESS (ii) in the case of a sale directly by such Investor (including a sale of such Registrable Securities through any underwriter retained by such Investor to engage in a distribution solely on behalf of such Investor), 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 alleged omission was contained in a preliminary prospectus and corrected in a final defending against any such litigation or amended prospectus copies claim, but subject to the provisions of which were delivered to Section 9.9(C)) if such Investor or such underwriter on a timely basis, and such Investor or such underwriter failed to deliver a copy settlement is effected with the written consent of the final Company; (C) In no case shall the Company be liable under this Section 9.9 with respect to any claim made against any Company Indemnified Party unless the Company shall be notified in writing sent by overnight courier or amended prospectus at or prior to by confirmed facsimile transmission followed by delivery of such notice by overnight air courier sent on the confirmation for the sale date of the Registrable Securities to the Person asserting any such lossfacsimile communication, claim, damage or liability in any case where such delivery is required by the Securities Act. Promptly after receipt by any Investor, any underwriter or any controlling Person of notice of the commencement of any action in respect commenced against such Company Indemnified Party, promptly after such Company Indemnified Party shall have been served with the summons or other legal process giving information as to the nature and basis of which indemnity may be sought against the claim. The failure to so notify the Company, if prejudicial in any material respect to the Company's ability to defend such Investorclaim, or such underwriter or such controlling Person, as the case may be, will notify shall relieve the Company in writing of from its liability to the commencement thereof (PROVIDEDCompany Indemnified Party under this Section 9.9, but only to the extent that the Company was so prejudiced, but the failure to so notify the Company shall not relieve the Company from any liability which it may have hereunder) and, subject to the provisions hereinafter stated, the otherwise than on account of this Section 9.9. The Company shall be entitled to participate at its own expense in the defense of any suit brought to enforce any such claim, but if the Company elects to assume the defense, such defense shall be conducted by counsel chosen by it, provided that such counsel is reasonably satisfactory to the Company Indemnified Parties, defendants in any suit so brought. In the event the Company 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 Investorthe Company Indemnified Parties, 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 Investor, any such underwriter or any such controlling Person shall have the right to employ separate counsel in any such action and to participate defendants in the defense thereofsuit, but shall, after the date they are notified of such election, bear the fees and expenses of such any counsel subsequent to any assumption of the defense thereafter retained by the Company shall not be at the expense of the Company unless (a) the employment of such counsel has been specifically authorized in writing by the Company or (b) the representation of both the Company and the indemnified party(ies) by the same counsel would be inappropriate due to actual or potential conflicts of interest between them. The Company shall not be liable to indemnify any Investor, underwriter or controlling Person for any settlement of any such action effected without the Company's written consent (which shall not be unreasonably withheld). The Company shall not, except with the approval of each party being indemnified under this Section 5(a), consent to entry of any judgment or enter into any settlement 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. In order to provide for just and equitable contribution to joint liability under the Securities Act in any case in which any Investor exercising rights under this Agreement, or any controlling Person of any such Investor, makes a claim for indemnification pursuant to this Section 5(a), 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 5(a) provides for indemnification in such case, then the Company and such Investor 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 Investor on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities, them as well as any other relevant equitable considerations. The relative fault of expenses thereafter incurred in connection with the defense thereof; provided, however, that if the Company on the one hand and of the Investor on the other shall Indemnified Parties reasonably believe that there may be determined by reference to, among other things, whether the untrue available to them any defense or alleged untrue statement of a material fact or omission or alleged omission counterclaim different than those available to state a material fact relates to information supplied by the Company on or that representation of such Company Indemnified Parties by counsel for the one hand or by the Investor on the otherCompany presents a conflict of interest for such counsel, and each party's relative intent, knowledge, access to information and opportunity to correct or prevent then such statement or omission; PROVIDED, HOWEVER, that, in any such case, (A) no such Investor will be required to contribute any amount in excess of the proceeds received by such Investor from the sale of all such Registrable Securities sold pursuant to such Registration Statement; and (B) no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will Company Indemnified Parties shall be entitled to contribution from any Person who was not guilty defend such suit with counsel of such fraudulent misrepresentationtheir own choosing and the Company shall bear the fees, expenses and other costs of one counsel for all Company Indemnified Parties.

Indemnification of Investors. In the event that the The Company registers any of the Registrable Securities under the Securities Act, the Company will agrees to indemnify and hold harmless each Investor the Investors and each underwriter of the Registrable Securities (including the officers, directors, employees, agents, affiliates and partners of each such Investor and underwriter) so registered (including any broker or dealer through whom such shares may be sold) and each Person (as defined in Section 2(2) of the Securities Act)person, if any, who controls such the Investors or any such underwriter within the meaning of Section 15 of the Securities Act from and or Section 20 of the Exchange Act as follows: (i) against any and all lossesloss, claimsliability, damagesclaim, expenses or liabilities, joint or several, to which they or any of them become subject under the Securities Act, applicable state securities laws or under any other statute or at common law or otherwisedamage and expense whatsoever, as incurred, andarising out of any untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), except as hereinafter providedincluding any prospectus, will reimburse each such Investor, each such underwriter and each such controlling Person, if any, for or in any legal offering circular or other expenses reasonably incurred by them or any of them in connection with investigating or defending any actions whether or not resulting in any liabilitydocument, as incurredapplicable, insofar as such losses, claims, damages, expenses, liabilities or actions arise the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statement therein not misleading or arising out of or are based upon 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 any amendment or prospectus supplement thereto), or in any offering circular or other document, as from time to time amended applicable, or supplemented by the Company) or arise out of or are based upon 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 the light of the circumstances under which they were made, not misleading; (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 violation investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11.3(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expenses whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Company of Investors), reasonably incurred in investigating, preparing or defending against any rule or regulation promulgated under the Securities Act litigation, or any state securities laws applicable to the Company and relating to action investigation or inaction required of the Company in connection with such registrationproceeding by any governmental agency or body, unless (i) commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i ) or (ii) above; provided, however, that this indemnity shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission or alleged omission was made in such Registration Statement, preliminary or amended preliminary prospectus or final prospectus in reliance upon and in conformity with written information furnished in writing to the Company in connection therewith by any such Investor (in the case of indemnification of such Investor), any such underwriter (in the case of indemnification of such underwriter) or any such controlling Person (in the case of indemnification of such controlling Person) Investors expressly for use thereinin the Registration Statement (or any amendment thereto), including any prospectus (or any amendment or supplement thereto), or UNLESS (ii) in the case of a sale directly by such Investor (including a sale of such Registrable Securities through any underwriter retained by such Investor to engage in a distribution solely on behalf of such Investor), such untrue statement or alleged untrue statement or omission or alleged omission was contained in a preliminary prospectus and corrected in a final or amended prospectus copies of which were delivered to such Investor or such underwriter on a timely basis, and such Investor or such underwriter failed to deliver a copy of the final or amended prospectus at or prior to the confirmation for the sale of the Registrable Securities to the Person asserting any such loss, claim, damage or liability in any case where such delivery is required by the Securities Act. Promptly after receipt by any Investor, any underwriter offering circular or any controlling Person of notice of the commencement of any action in respect of which indemnity may be sought against the Company, such Investor, or such underwriter or such controlling Personother document, as the case may be, will notify the Company in writing of the commencement thereof (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 Investor, 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 Investor, 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, but the fees and expenses of such counsel subsequent to any assumption of the defense by the Company shall not be at the expense of the Company unless (a) the employment of such counsel has been specifically authorized in writing by the Company or (b) the representation of both the Company and the indemnified party(ies) by the same counsel would be inappropriate due to actual or potential conflicts of interest between them. The Company shall not be liable to indemnify any Investor, underwriter or controlling Person for any settlement of any such action effected without the Company's written consent (which shall not be unreasonably withheld). The Company shall not, except with the approval of each party being indemnified under this Section 5(a), consent to entry of any judgment or enter into any settlement 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. In order to provide for just and equitable contribution to joint liability under the Securities Act in any case in which any Investor exercising rights under this Agreement, or any controlling Person of any such Investor, makes a claim for indemnification pursuant to this Section 5(a), 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 5(a) provides for indemnification in such case, then the Company and such Investor 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 Investor 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 Investor 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 Investor 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 Investor will be required to contribute any amount in excess of the proceeds received by such Investor from the sale of all such Registrable Securities sold pursuant to such Registration Statement; and (B) no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentationapplicable.