Common use of INDEMNIFICATION WITH RESPECT TO REGISTRATION Clause in Contracts

INDEMNIFICATION WITH RESPECT TO REGISTRATION. In the event any of the shares of Company Stock owned by a Shareholder are included in a registration statement under Section 4.1 of this IR Agreement: (a) To the extent permitted by law, the Company will indemnify and hold harmless each Shareholder, any underwriter (as defined in the Securities Act) for such Shareholder or underwriter within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a "Violation") by the Company: (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law in connection with the offering covered by such registration statement; and the Company will pay as incurred to each such Shareholder for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided however, that the indemnity agreement contained in this Section 4.3(a) will not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company, which consent will not be unreasonably withheld, nor will the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished by such Shareholder or underwriter of such Shareholder under an instrument duly executed by such person and stated to be specifically for use in connection with such registration. (b) To the extent permitted by law, each Shareholder will, if shares of Company Stock held by such Shareholder are included in the securities as to which such registration qualifications or compliance is being effected, indemnify and hold harmless the Company, each of its directors, its officers and each person, if any, who controls the Company within the meaning of the Securities Act, any underwriter and any other Shareholder selling securities under such registration statement or any of such other Shareholder's partners, directors or officers or any person who controls such Shareholder, against any losses, claims, damages or liabilities (joint or several) to which the Company or any such director, officer, controlling person, underwriter or other such Shareholder, or partner, director, officer or controlling person of such other Shareholder may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Shareholder under an instrument duly executed by such Shareholder and stated to be specifically for use in connection with such registration; and each such Shareholder will pay as incurred any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter or other Shareholder, or partner, officer, director or controlling person of such other Shareholder in connection with investigating or defending any such loss, claim, damage, liability or action if it is judicially determined that there was such a Violation; provided, however, that the indemnity agreement contained in this Section 4.3(b) will not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Shareholder, which consent will not be unreasonably withheld; provided further, that in no event will any indemnity under this Section 4.3 exceed the net proceeds from the offering received by such Shareholder. (c) Promptly after receipt by an indemnified party under this Section 4.3 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 4.3, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party will have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party will have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if materially prejudicial to its ability to defend such action, will relieve such indemnifying party of any liability to the indemnified party under this Section 4.3, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 4.3. (d) If the indemnification provided for in this Section 4.3 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any losses, claims, damages or liabilities referred to herein, the indemnifying party, in lieu of indemnifying such indemnified party thereunder, will to the extent permitted by applicable law contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the Violation(s) that resulted in such loss, claim, damage or liability, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party will be determined by a court of law by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission; provided, that in no event will any contribution by a Shareholder hereunder exceed the net proceeds from the offering received by such Shareholder. (e) The obligations of the Company and Shareholder under this Section 4.3 will survive completion of any offering of shares of Company Stock in a registration statement and the termination of this IR Agreement. No Indemnifying Party, in the defense of any such claim or litigation, will, except with the consent of each Indemnified Party, 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 such Indemnified Party of a release from all liability in respect to such claim or litigation.

INDEMNIFICATION WITH RESPECT TO REGISTRATION. (a) In the event any of the shares offer and sale of Company Stock owned the Registrable Securities held by a Shareholder are included in a registration statement the Noteholders under Section 4.1 of this IR Agreement: (a) To the extent permitted by lawSecurities Act, the Company will agrees to indemnify and hold harmless each ShareholderNoteholder and its directors, any underwriter (as defined in the Securities Act) for officers, employees, Affiliates and agents and each Person who controls such Shareholder or underwriter Noteholder within the meaning of the Securities Act or the Exchange ActAct (collectively, the “Noteholder Indemnified Parties”) from and against any losses, claims, damagesdamages or liabilities, or liabilities (joint or several) , or any actions in respect thereof to which they each Noteholder Indemnified Party may become subject under the Securities Act, Act or the Exchange Act or other federal or state lawAct, insofar as such losses, claims, damages or damages, liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a "Violation") by the Company: (i) any untrue statement or alleged untrue statement of a material fact contained in the Resale Registration Statement or in any amendment thereof, in each case at the time such registration statementbecame effective under the Securities Act, including any or in the preliminary prospectus or final other information that is deemed, under Rule 159 promulgated under the Securities Act to have been conveyed to purchasers of securities at the time of sale of such securities (“Disclosure Package”), in the prospectus contained therein or in any amendments amendment thereof or supplements supplement thereto, or (ii) the omission or alleged omission to state therein a material fact required to be stated therein, therein or necessary to make the statements therein (in the case of a Disclosure Package or any prospectus, in the light of the circumstances under which they were made) not misleading, or (iii) any violation or alleged violation by the Company of the Securities Actand shall reimburse, as incurred, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law in connection with the offering covered by such registration statement; and the Company will pay as incurred to each such Shareholder Noteholder Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or actionaction in respect thereof; provided provided, however, that the indemnity agreement contained in this Section 4.3(a) will Company shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company, which consent will not be unreasonably withheld, nor will the Company be liable in any such case for any to the extent that such loss, claim, damage, damage or liability or action to the extent that it arises out of or is based upon a Violation which occurs any untrue statement or omission made in the Resale Registration Statement, the Disclosure Package, any prospectus or in any amendment thereof or supplement thereto in reliance upon and in conformity with written information pertaining to a Noteholder and furnished to the Company by or on behalf of such Noteholder Indemnified Party specifically for inclusion therein; provided further, however, that the Company shall not be liable in any such case to the extent that such loss, claim, damage or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in the Disclosure Package, where (A) such statement or omission had been eliminated or remedied in any subsequently filed amended prospectus or prospectus supplement (the Disclosure Package, together with such updated documents, the “Updated Disclosure Package”), the filing of which such Noteholder had been notified in accordance with the terms of this Agreement, (B) such Updated Disclosure Package was available at the time such Noteholder sold Registrable Securities under the Resale Registration Statement, (C) such Updated Disclosure Package was not furnished by such Shareholder Noteholder to the Person asserting the loss, liability, claim, damage or liability, or an underwriter involved in the distribution of such Shareholder under an instrument duly executed Registrable Securities, at or prior to the time such furnishing is required by the Securities Act, and (D) the Updated Disclosure Package would have cured the defect giving rise to such person loss, liability, claim, damage or action; and stated provided further, however, that this indemnity agreement will be in addition to be specifically for use any liability that the Company may otherwise have to such Noteholder Indemnified Party. Such indemnity shall remain in connection with such registrationfull force and effect regardless of any investigation made by or on behalf of any Noteholder Indemnified Parties and shall survive the transfer of the Registrable Securities by any Noteholder. (b) To the extent permitted As a condition to including any Registrable Securities to be offered by lawa Noteholder in any registration statement filed pursuant to this Agreement, each Shareholder will, if shares of Company Stock held by such Shareholder are included in the securities as Noteholder agrees to which such registration qualifications or compliance is being effected, severally and not jointly indemnify and hold harmless the Company, each of its directors, each of its officers who signs the Resale Registration Statement, as well as any officers, employees, Affiliates and agents of the Company, and each personPerson, if any, who controls the Company within the meaning of the Securities Act, any underwriter Act or the Exchange Act (a “Company Indemnified Party”) from and any other Shareholder selling securities under such registration statement or any of such other Shareholder's partners, directors or officers or any person who controls such Shareholder, against any losses, claims, damages or liabilities (joint or several) any actions in respect thereof, to which a Company Indemnified Party may become subject under the Securities Act or the Exchange Act, insofar as such losses, claims, damages, 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 Resale Registration Statement or in any amendment thereof, in each case at the time such became effective under the Securities Act, or in any Disclosure Package, prospectus or in any amendment thereof or supplement thereto, or (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Disclosure Package or any prospectus, in the light of the circumstances under which they were made) not misleading, but in each case only to the extent that the untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with written information pertaining to such Noteholder and furnished to the Company by or on behalf of such Noteholder specifically for inclusion therein; and, subject to the limitation immediately preceding this clause, shall reimburse, as incurred, the Company Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending any loss, claim, damage, liability or action in respect thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Noteholder, or any such director, officer, employees, Affiliates and agents and shall survive the transfer of such Registrable Securities by such Noteholder, and such Noteholder shall reimburse the Company, and each such director, officer, employees, Affiliates and agents for any legal or other expenses reasonably incurred by them in connection with investigating, defending, or settling and such loss, claim, damage, liability, action, or proceeding; provided, however, that the indemnity amount contained in this Section 9(b) shall in no event exceed the gross proceeds from the offering received by such Noteholder. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, controlling personemployees, underwriter or other such Shareholder, or partner, director, officer or controlling person Affiliates and agents and shall survive the transfer by a Noteholder of such other Shareholder may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Shareholder under an instrument duly executed by such Shareholder and stated to be specifically for use in connection with such registration; and each such Shareholder will pay as incurred any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter or other Shareholder, or partner, officer, director or controlling person of such other Shareholder in connection with investigating or defending any such loss, claim, damage, liability or action if it is judicially determined that there was such a Violation; provided, however, that the indemnity agreement contained in this Section 4.3(b) will not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Shareholder, which consent will not be unreasonably withheld; provided further, that in no event will any indemnity under this Section 4.3 exceed the net proceeds from the offering received by such ShareholderRegistrable Securities. (c) Promptly after receipt by a Noteholder Indemnified Party or a Company Indemnified Party (each, an indemnified party under this Section 4.3 “Indemnified Party”) of notice of the commencement of any action or proceeding (including any a governmental actioninvestigation), such indemnified party Indemnified Party will, if a claim in respect thereof is to be made against any the indemnifying party under this Section 4.39, deliver to notify the indemnifying party a written notice of the commencement thereof thereof; but the omission to so notify the indemnifying party will not relieve the indemnifying party from liability under Sections 9(a) or 9(b) unless and to the extent it did not otherwise learn of such action and the indemnifying party has been materially prejudiced by such failure. In case any such action is brought against any Indemnified Party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will have the right be entitled to participate in, therein and, to the extent the indemnifying party so desiresthat it may wish, jointly with any other indemnifying party similarly noticednotified, to assume the defense thereof thereof, with counsel mutually reasonably satisfactory to such Indemnified Party (who shall not, except with the partiesconsent of the Indemnified Party, be counsel to the indemnifying party), and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof the indemnifying party will not be liable to such Indemnified Party under this Section 9 for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such Indemnified Party in connection with the defense thereof; provided, however, if such Indemnified Party shall have been advised by counsel that an indemnified there are one or more defenses available to it that are in conflict with those available to the indemnifying party will (in which case the indemnifying party shall not have the right to retain its own counseldirect the defense of such action on behalf of the Indemnified Party), with the reasonable fees and expenses of such Indemnified Party’s counsel shall be borne by the indemnifying party. In no event shall the indemnifying party be liable for the fees and expenses of more than one counsel (together with appropriate local counsel) at any time for any Indemnified Party in connection with any one action or separate but substantially similar or related actions arising in the same jurisdiction out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the Indemnified Party (not to be paid unreasonably withheld or delayed), effect any settlement of any pending or threatened action in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by the indemnifying party, if representation such Indemnified Party unless such settlement (i) includes an unconditional release of such indemnified party by Indemnified Party from all liability on any claims that are the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time subject matter of the commencement of any such action, if materially prejudicial and (ii) does not include a statement as to its ability or an admission of fault, culpability or a failure to defend such action, will relieve such indemnifying party act by or on behalf of any liability to the indemnified party under this Section 4.3, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 4.3. (d) Indemnified Party. If the indemnification provided for in this Section 4.3 9 is held by a court of competent jurisdiction unavailable or insufficient to be unavailable to hold harmless an indemnified Indemnified Party under Sections 9(a) or 9(b), then each indemnifying party with respect to any losses, claims, damages or liabilities referred to herein, the indemnifying party, in lieu of indemnifying such indemnified party thereunder, will to the extent permitted by applicable law shall contribute to the amount paid or payable by such indemnified party Indemnified Party as a result of such lossthe losses, claimclaims, damage damages or liability liabilities (or actions in respect thereof) referred to in Sections 9(a) or 9(b) in such proportion as is appropriate to reflect the relative fault of the indemnifying party or parties on the one hand and of the indemnified party Indemnified Party on the other in connection with the Violation(s) statements or omissions that resulted in such losslosses, claimclaims, damage damages or liability, liabilities (or actions in respect thereof) as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party will parties shall be determined by a court of law by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party Company on the one hand or by a Noteholder or Noteholder Indemnified Party, as the indemnified party case may be, on the other, and the parties' ’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission; provided. The amount paid by an Indemnified Party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this Section 9(c) shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any action or claim that is the subject of this Section 9(c). The parties agree that it would not be just and equitable if contributions were determined by pro rata allocation (even if a Noteholder was treated as one entity for such purpose) or any other method of allocation that does not take account of the equitable considerations referred to above. Notwithstanding any other provision of this Section 9(c), no Noteholder shall be required to contribute any amount in no event will any contribution excess of the amount by a Shareholder hereunder exceed which the net proceeds from the offering received by such ShareholderNoteholder from the sale of the Registrable Securities pursuant to the Resale Registration Statement exceeds the amount of damages that such Noteholder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. (ed) The obligations agreements contained in this Section 9 shall survive the sale of the Company Registrable Securities pursuant to the Resale Registration Statement, and Shareholder under this Section 4.3 will survive completion shall remain in full force and effect, regardless of any offering of shares of Company Stock in a registration statement and the termination or cancellation of this IR Agreement. No Indemnifying Party, in the defense Agreement or any investigation made by or on behalf of any such claim or litigation, will, except with the consent of each Indemnified Party, 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 such Indemnified Party of a release from all liability in respect to such claim or litigation.

INDEMNIFICATION WITH RESPECT TO REGISTRATION. (i) In the event of any Registration of any of the shares of Company Stock owned by a Shareholder are included in a registration statement Registrable Shares under Section 4.1 of the Securities Act pursuant to this IR Agreement: (a) To the extent permitted by law, the Company each Selling Stockholder, severally and not jointly, will indemnify and hold harmless the Company, each Shareholder, any of its directors and officers and each underwriter (as defined in if any) and each person, if any, who controls the Securities Act) for Company or any such Shareholder or underwriter within the meaning of the Securities Act or the Exchange Act, and any other Selling Stockholder or any such Selling Stockholder’s partners, directors or officers and each person, if any, who controls such Selling Stockholder within the meaning of the Securities Act and the Exchange Act, against any losses, claims, damagesdamages or liabilities, or liabilities (joint or several) several (collectively, the “Losses”), to which they the Company, such directors and officers, underwriter, other Selling Stockholder or controlling person may become subject under the Securities Act, the Exchange Act Act, state securities or other federal “blue sky” laws or state lawotherwise, insofar as such losses, claims, damages or liabilities Losses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Shares were Registered under the Securities Act, any prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and each such Selling Stockholder will reimburse the Company for any legal or any other expenses reasonably incurred by the Company in connection with investigating or defending any such Loss if the statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of such Selling Stockholder, specifically for use in connection with the preparation of such Registration Statement, prospectus, amendment or supplement; provided, however, that the obligations of such Selling Stockholders hereunder shall be limited to an amount equal to the net proceeds received by each Selling Stockholder of Registrable Shares sold as contemplated herein. (ii) The Company will, to the full extent permitted by law, indemnify and hold harmless each Selling Stockholder or any such Selling Stockholder’s partners, directors or officers and each person, if any, who controls such Selling Stockholder within the meaning of the following statementsSecurities Act and the Exchange Act, omissions against any and all Losses to which such Selling Stockholder or violations controlling person may become subject under the Securities Act, Exchange Act, state securities or “blue sky” laws or otherwise, insofar as such Losses (collectively a "Violation"or actions in respect thereof) by the Company: (i) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such registration statementRegistrable Shares were Registered under the Securities Act, including any preliminary prospectus or final prospectus contained therein in the Registration Statement, or any amendments amendment or supplements theretosupplement to the Registration Statement, (ii) the or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein, therein or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law in connection with the offering covered by such registration statement; and the Company will pay as incurred to reimburse each Selling Stockholder and each such Shareholder Selling Stockholder’s partners, directors or officers and each controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such lossLoss (or action or proceeding in respect thereof); provided, claim, damage, liability or action; provided however, that the indemnity agreement contained in this Section 4.3(a) Company will not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company, which consent will not be unreasonably withheld, nor will the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises any such Losses arise out of or is are based upon a Violation which occurs in reliance upon and (A) an untrue statement or alleged untrue statement or omission or alleged omission made in conformity with written information furnished by such Shareholder or underwriter of such Shareholder under an instrument duly executed by such person and stated to be Selling Stockholder specifically for use in connection with the preparation of the Registration Statement or (B) such registrationSelling Stockholder’s failure to send or give a copy of the final prospectus to the persons asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such final prospectus. (biii) To the extent permitted by lawthe any party is entitled to indemnification pursuant to this Section 4(g) (the “Indemnified Party”), each Shareholder will, if shares it shall give notice to the indemnifying party (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of Company Stock held by such Shareholder are included in the securities any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such registration qualifications claim or compliance is being effectedany litigation resulting therefrom; provided, indemnify and hold harmless that counsel for the CompanyIndemnifying Party, each who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld); and, provided, further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its directorsobligations pursuant to this Agreement, its officers and each person, if any, who controls the Company within the meaning of the Securities Act, any underwriter and any other Shareholder selling securities under such registration statement or any of such other Shareholder's partners, directors or officers or any person who controls such Shareholder, against any losses, claims, damages or liabilities (joint or several) to which the Company or any such director, officer, controlling person, underwriter or other such Shareholder, or partner, director, officer or controlling person of such other Shareholder may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case except to the extent (and only that the Indemnifying Party’s ability to the extent) that defend against such Violation occurs in reliance upon and in conformity with written information furnished by such Shareholder under an instrument duly executed by such Shareholder and stated to be specifically for use in connection with such registration; and each such Shareholder will pay claim or litigation is impaired as incurred any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter or other Shareholder, or partner, officer, director or controlling person a result of such other Shareholder failure to give notice. The Indemnified Party may participate in connection with investigating or defending any such loss, claim, damage, liability or action if it is judicially determined that there was defense at such a Violationparty’s expense; provided, however, that the indemnity agreement contained in this Section 4.3(b) will not apply to amounts paid in settlement of any Indemnifying Party shall pay such loss, claim, damage, liability or action if such settlement is effected without the consent of the Shareholder, which consent will not be unreasonably withheld; provided further, that in no event will any indemnity under this Section 4.3 exceed the net proceeds from the offering received by such Shareholder. (c) Promptly after receipt by an indemnified party under this Section 4.3 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 4.3, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party will have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party will have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying party, expense if representation of such indemnified party Indemnified Party by the counsel retained by the indemnifying party Indemnifying Party would be inappropriate due to actual or potential differing interests between such indemnified party the Indemnified Party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if materially prejudicial to its ability to defend such action, will relieve such indemnifying party of any liability to the indemnified party under this Section 4.3, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 4.3. (d) If the indemnification provided for in this Section 4.3 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any losses, claims, damages or liabilities referred to herein, the indemnifying party, in lieu of indemnifying such indemnified party thereunder, will to the extent permitted by applicable law contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the Violation(s) that resulted in such loss, claim, damage or liability, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party will be determined by a court of law by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission; provided, that in no event will any contribution by a Shareholder hereunder exceed the net proceeds from the offering received by such Shareholder. (e) The obligations of the Company and Shareholder under this Section 4.3 will survive completion of any offering of shares of Company Stock in a registration statement and the termination of this IR Agreement. No Indemnifying Party, Party in the defense of any such claim or litigation, willlitigation shall, except with the consent of each Indemnified Party, 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 such Indemnified Party of a release from all liability in respect to of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party. Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom. (iv) In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in this Section 4(g) is due in accordance with its terms but for any reason is held to be unavailable to an Indemnified Party in respect to any losses, claims, damages and liabilities referred to herein, then the Indemnifying Party shall, in lieu of indemnifying such Indemnified Party, contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages or liabilities to which such party may be subject in proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and the Indemnified Party on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of the Indemnifying Party and the Indemnified Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of material fact related to information supplied by the Indemnifying Party or the Indemnified Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Selling Stockholder agree that it would not be just and equitable if contribution pursuant to this Section 4(g) were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to above. Any party entitled to contribution will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party or parties pursuant to this Section 4(g)(iv), notify such party or parties from whom such contribution may be sought, but the omission so to notify such party or parties from contribution may be sought shall not relieve such party from any other obligation it or they may have thereunder or otherwise pursuant to this Section 4(g)(iv). No party shall be liable for contribution with respect to any action, suit, proceeding or claim settled without its prior written consent, which consent shall not be unreasonably withheld.

INDEMNIFICATION WITH RESPECT TO REGISTRATION. a) In the event any of the shares offer and sale of Company Stock owned the Registrable Securities held by a Shareholder are included in a registration statement MAYO under Section 4.1 of this IR Agreement: (a) To the extent permitted by lawSecurities Act, the Company will SORRENTO agrees to indemnify and hold harmless MAYO and its directors, officers, employees, affiliates and agents and each Shareholder, any underwriter (as defined in the Securities Act) for such Shareholder or underwriter Person who controls MAYO within the meaning of the Securities Act or the Exchange Act of 1934, as amended (the “Exchange Act”), (collectively, the “MAYO Indemnified Parties”) from and against any losses, claims, damagesdamages or liabilities, or liabilities (joint or several) , or any actions in respect thereof to which they each MAYO Indemnified Party may become subject under the Securities Act, Act or the Exchange Act or other federal or state lawAct, insofar as such losses, claims, damages or damages, liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a "Violation") by the Company: (i) any untrue statement or alleged untrue statement of a material fact contained in the Resale Registration Statement or in any amendment thereof, in each case at the time such registration statementbecame effective under the Securities Act, including any or in the preliminary prospectus or final other information that is deemed, under Rule 159 promulgated under the Securities Act to have been conveyed to purchasers of securities at the time of sale of such securities (“Disclosure Package”), in the prospectus contained therein or in any amendments amendment thereof or supplements supplement thereto, or (ii) the omission or alleged omission to state therein a material fact required to be stated therein, therein or necessary to make the statements therein (in the case of a Disclosure Package or any prospectus, in the light of the circumstances under which they were made) not misleading, or (iii) any violation or alleged violation by the Company of the Securities Actand shall reimburse, as incurred, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law in connection with the offering covered by such registration statement; and the Company will pay as incurred to each such Shareholder MAYO Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or actionaction in respect thereof; provided provided, however, that SORRENTO shall not be liable in any such case to the extent that such loss, claim, damage or liability arises out of or is based upon any untrue statement or omission made in the Resale Registration Statement, the Disclosure Package, any prospectus or in any amendment thereof or supplement thereto in reliance upon and in conformity with written information pertaining to MAYO and furnished to SORRENTO by or on behalf of such MAYO Indemnified Party specifically for inclusion therein; provided further, however, that SORRENTO shall not be liable in any such case to the extent that such loss, claim, damage or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in the Disclosure Package, where (A) such statement or omission had been eliminated or remedied in any subsequently filed amended prospectus or prospectus supplement (the Disclosure Package, together with such updated documents, the “Updated Disclosure Package”), the filing of which MAYO had been notified in accordance with the terms of this Agreement, (B) such Updated Disclosure Package was available at the time MAYO sold Registrable Securities under the Resale Registration Statement, (C) such Updated Disclosure Package was not furnished by MAYO to the Person asserting the loss, liability, claim, damage or liability, or an underwriter involved in the distribution of such Registrable Securities, at or prior to the time such furnishing is required by the Securities Act, and (D) the Updated Disclosure Package would have cured the defect giving rise to such loss, liability, claim, damage or action; and provided further, however, that this indemnity agreement will be in addition to any liability that SORRENTO may otherwise have to such MAYO Indemnified Party. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any MAYO Indemnified Parties and shall survive the transfer of the Registrable Securities by MAYO. b) As a condition to including any Registrable Securities to be offered by MAYO in any registration statement filed pursuant to this Agreement, MAYO agrees to indemnify and hold harmless SORRENTO, each of its directors, each of its officers who signs the Resale Registration Statement, as well as any officers, employees, affiliates and agents of SORRENTO, and each Person, if any, who controls SORRENTO within the meaning of the Securities Act or the Exchange Act (a “SORRENTO Indemnified Party”) from and against any losses, claims, damages or liabilities or any actions in respect thereof, to which a SORRENTO Indemnified Party may become subject under the Securities Act or the Exchange Act, insofar as such losses, claims, damages, 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 Resale Registration Statement or in any amendment thereof, in each case at the time such became effective under the Securities Act, or in any Disclosure Package, prospectus or in any amendment thereof or supplement thereto, or (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Disclosure Package or any prospectus, in the light of the circumstances under which they were made) not misleading, but in each case only to the extent that the untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with written information pertaining to MAYO and furnished to SORRENTO by or on behalf of MAYO specifically for inclusion therein; and, subject to the limitation immediately preceding this Section 4.3(a) will not apply to amounts paid clause, shall reimburse, as incurred, the SORRENTO Indemnified Parties for any legal or other expenses reasonably incurred by them in settlement of connection with investigating or defending any such loss, claim, damage, liability or action if such settlement is effected without the consent in respect thereof. Such indemnity shall remain in full force and effect regardless of the Companyany investigation made by or on behalf of MAYO, which consent will not be unreasonably withheld, nor will the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished by such Shareholder or underwriter of such Shareholder under an instrument duly executed by such person and stated to be specifically for use in connection with such registration. (b) To the extent permitted by law, each Shareholder will, if shares of Company Stock held by such Shareholder are included in the securities as to which such registration qualifications or compliance is being effected, indemnify and hold harmless the Company, each of its directors, its officers and each person, if any, who controls the Company within the meaning of the Securities Act, any underwriter and any other Shareholder selling securities under such registration statement or any of such other Shareholder's partners, directors or officers or any person who controls such Shareholder, against any losses, claims, damages or liabilities (joint or several) to which the Company or any such director, officer, controlling personemployees, underwriter or other such Shareholder, or partner, director, officer or controlling person affiliates and agents and shall survive the transfer of such other Shareholder may become subject under the Registrable Securities Actby MAYO, the Exchange Act or other federal or state lawand MAYO shall reimburse SORRENTO, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Shareholder under an instrument duly executed by such Shareholder and stated to be specifically for use in connection with such registration; and each such Shareholder will pay as incurred director, officer, employees, affiliates and agents for any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter or other Shareholder, or partner, officer, director or controlling person of such other Shareholder them in connection with investigating investigating, defending, or defending any settling and such loss, claim, damage, liability liability, action, or action if it is judicially determined that there was such a Violationproceeding; provided, however, that the indemnity agreement amount contained in this Section 4.3(b3.15(b) will not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Shareholder, which consent will not be unreasonably withheld; provided further, that shall in no event will any indemnity under this Section 4.3 exceed the net gross proceeds from the offering received by MAYO. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of SORRENTO or any such Shareholderdirector, officer, employees, affiliates and agents and shall survive the transfer by MAYO of such Registrable Securities. (c) Promptly after receipt by a MAYO Indemnified Party or a Company Indemnified Party (each, an indemnified party under this Section 4.3 “Indemnified Party”) of notice of the commencement of any action or proceeding (including any a governmental actioninvestigation), such indemnified party Indemnified Party will, if a claim in respect thereof is to be made against any the indemnifying party under this Section 4.33.15, deliver to notify the indemnifying party a written notice of the commencement thereof thereof; but the omission to so notify the indemnifying party will not relieve the indemnifying party from liability under Sections 3.15 (a) or 3.15 (b) unless and to the extent it did not otherwise learn of such action and the indemnifying party has been materially prejudiced by such failure. In case any such action is brought against any Indemnified Party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will have the right be entitled to participate in, therein and, to the extent the indemnifying party so desiresthat it may wish, jointly with any other indemnifying party similarly noticednotified, to assume the defense thereof thereof, with counsel mutually reasonably satisfactory to such Indemnified Party (who shall not, except with the partiesconsent of the Indemnified Party, be counsel to the indemnifying party), and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof the indemnifying party will not be liable to such Indemnified Party under this Section 3.15 for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such Indemnified Party in connection with the defense thereof; provided, however, if such Indemnified Party shall have been advised by counsel that an indemnified there are one or more defenses available to it that are in conflict with those available to the indemnifying party will (in which case the indemnifying party shall not have the right to retain its own counseldirect the defense of such action on behalf of the Indemnified Party), with the reasonable fees and expenses of such Indemnified Party’s counsel shall be borne by the indemnifying party. In no event shall the indemnifying party be liable for the fees and expenses of more than one counsel (together with appropriate local counsel) at any time for any Indemnified Party in connection with any one action or separate but substantially similar or related actions arising in the same jurisdiction out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the Indemnified Party (not to be paid unreasonably withheld or delayed), effect any settlement of any pending or threatened action in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by the indemnifying party, if representation such Indemnified Party unless such settlement (i) includes an unconditional release of such indemnified party by Indemnified Party from all liability on any claims that are the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time subject matter of the commencement of any such action, if materially prejudicial and (ii) does not include a statement as to its ability or an admission of fault, culpability or a failure to defend such action, will relieve such indemnifying party act by or on behalf of any liability to the indemnified party under this Section 4.3, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 4.3. (d) Indemnified Party. If the indemnification provided for in this Section 4.3 3.15 is held by a court of competent jurisdiction unavailable or insufficient to be unavailable to hold harmless an indemnified Indemnified Party under Sections 3.15(a) or 3.15(b), then each indemnifying party with respect to any losses, claims, damages or liabilities referred to herein, the indemnifying party, in lieu of indemnifying such indemnified party thereunder, will to the extent permitted by applicable law shall contribute to the amount paid or payable by such indemnified party Indemnified Party as a result of such lossthe losses, claimclaims, damage damages or liability liabilities (or actions in respect thereof) referred to in Sections 3.15(a) or 3.15(b) in such proportion as is appropriate to reflect the relative fault of the indemnifying party or parties on the one hand and of the indemnified party Indemnified Party on the other in connection with the Violation(s) statements or omissions that resulted in such losslosses, claimclaims, damage damages or liability, liabilities (or actions in respect thereof) as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party will parties shall be determined by a court of law by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by SORRENTO on the indemnifying party one hand or by MAYO or MAYO Indemnified Party, as the indemnified party case may be, on the other, and the parties' ’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission; provided. The amount paid by an Indemnified Party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this Section 3.15(c) shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any action or claim that is the subject of this Section 3.15(c). The parties agree that it would not be just and equitable if contributions were determined by pro rata allocation (even if MAYO was treated as one entity for such purpose) or any other method of allocation that does not take account of the equitable considerations referred to above. Notwithstanding any other provision of this Section 3.15(c), MAYO shall not be required to contribute any amount in no event will any contribution excess of the amount by a Shareholder hereunder exceed which the net proceeds received by MAYO from the offering received sale of the Registrable Securities pursuant to the Resale Registration Statement exceeds the amount of damages that MAYO has otherwise been required to pay by reason of such Shareholderuntrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. (ed) The obligations agreements contained in this Section 3.15 shall survive the sale of the Company Registrable Securities pursuant to the Resale Registration Statement, and Shareholder under this Section 4.3 will survive completion shall remain in full force and effect, regardless of any offering of shares of Company Stock in a registration statement and the termination or cancellation of this IR Agreement. No Indemnifying Party, in the defense Agreement or any investigation made by or on behalf of any such claim or litigation, will, except with the consent of each Indemnified Party, 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 such Indemnified Party of a release from all liability in respect to such claim or litigation.

INDEMNIFICATION WITH RESPECT TO REGISTRATION. (a) In the event any of the shares offer and sale of Company Stock owned the Registrable Securities held by a Shareholder are included in a registration statement Aardvark under Section 4.1 of this IR Agreement: (a) To the extent permitted by lawSecurities Act, the Company will Sorrento agrees to indemnify and hold harmless Aardvark and its directors, officers, employees, affiliates and agents and each Shareholder, any underwriter (as defined in the Securities Act) for such Shareholder or underwriter Person who controls Aardvark within the meaning of the Securities Act or the Exchange Act of 1934, as amended (the “Exchange Act”), (collectively, the “Aardvark Indemnified Parties”) from and against any losses, claims, damagesdamages or liabilities, or liabilities (joint or several) , or any actions in respect thereof to which they each Aardvark Indemnified Party may become subject under the Securities Act, Act or the Exchange Act or other federal or state lawAct, insofar as such losses, claims, damages or damages, liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a "Violation") by the Company: (i) any untrue statement or alleged untrue statement of a material fact contained in the Resale Registration Statement or in any amendment thereof, in each case at the time such registration statementbecame effective under the Securities Act, including any or in the preliminary prospectus or final other information that is deemed, under Rule 159 promulgated under the Securities Act to have been conveyed to Sorrento of securities at the time of sale of such securities (“Disclosure Package”), in the prospectus contained therein or in any amendments amendment thereof or supplements supplement thereto, or (ii) the omission or alleged omission to state therein a material fact required to be stated therein, therein or necessary to make the statements therein (in the case of a Disclosure Package or any prospectus, in the light of the circumstances under which they were made) not misleading, or (iii) any violation or alleged violation by the Company of the Securities Actand shall reimburse, as incurred, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law in connection with the offering covered by such registration statement; and the Company will pay as incurred to each such Shareholder Aardvark Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or actionaction in respect thereof; provided provided, however, that Sorrento shall not be liable in any such case to the extent that such loss, claim, damage or liability arises out of or is based upon any untrue statement or omission made in the Resale Registration Statement, the Disclosure Package, any prospectus or in any amendment thereof or supplement thereto in reliance upon and in conformity with written information pertaining to Aardvark and furnished to Sorrento by or on behalf of such Aardvark Indemnified Party specifically for inclusion therein; provided further, however, that Sorrento shall not be liable in any such case to the extent that such loss, claim, damage or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in the Disclosure Package, where (A) such statement or omission had been eliminated or remedied in any subsequently filed amended prospectus or prospectus supplement (the Disclosure Package, together with such updated documents, the “Updated Disclosure Package”), the filing of which Aardvark had been notified in accordance with the terms of this Agreement, (B) such Updated Disclosure Package was available at the time Aardvark sold Registrable Securities under the Resale Registration Statement, (C) such Updated Disclosure Package was not furnished by Aardvark to the Person asserting the loss, liability, claim, damage or liability, or an underwriter involved in the distribution of such Registrable Securities, at or prior to the time such furnishing is required by the Securities Act, and (D) the Updated Disclosure Package would have cured the defect giving rise to such loss, liability, claim, damage or action; and provided further, however, that this indemnity agreement will be in addition to any liability that Sorrento may otherwise have to such Aardvark Indemnified Party. Such indemnity ​ shall remain in full force and effect regardless of any investigation made by or on behalf of any Aardvark Indemnified Parties and shall survive the transfer of the Registrable Securities by Aardvark. (b) As a condition to including any Registrable Securities to be offered by Aardvark in any registration statement filed pursuant to this Agreement, Aardvark agrees to indemnify and hold harmless Sorrento, each of its directors, each of its officers who signs the Resale Registration Statement, as well as any officers, employees, affiliates and agents of Sorrento, and each Person, if any, who controls Sorrento within the meaning of the Securities Act or the Exchange Act (a “Sorrento Indemnified Party”) from and against any losses, claims, damages or liabilities or any actions in respect thereof, to which a Sorrento Indemnified Party may become subject under the Securities Act or the Exchange Act, insofar as such losses, claims, damages, 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 Resale Registration Statement or in any amendment thereof, in each case at the time such became effective under the Securities Act, or in any Disclosure Package, prospectus or in any amendment thereof or supplement thereto, or (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Disclosure Package or any prospectus, in the light of the circumstances under which they were made) not misleading, but in each case only to the extent that the untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with written information pertaining to Aardvark and furnished to Sorrento by or on behalf of Aardvark specifically for inclusion therein; and, subject to the limitation immediately preceding this Section 4.3(a) will not apply to amounts paid clause, shall reimburse, as incurred, the Sorrento Indemnified Parties for any legal or other expenses reasonably incurred by them in settlement of connection with investigating or defending any such loss, claim, damage, liability or action if such settlement is effected without the consent in respect thereof. Such indemnity shall remain in full force and effect regardless of the Companyany investigation made by or on behalf of Aardvark, which consent will not be unreasonably withheld, nor will the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished by such Shareholder or underwriter of such Shareholder under an instrument duly executed by such person and stated to be specifically for use in connection with such registration. (b) To the extent permitted by law, each Shareholder will, if shares of Company Stock held by such Shareholder are included in the securities as to which such registration qualifications or compliance is being effected, indemnify and hold harmless the Company, each of its directors, its officers and each person, if any, who controls the Company within the meaning of the Securities Act, any underwriter and any other Shareholder selling securities under such registration statement or any of such other Shareholder's partners, directors or officers or any person who controls such Shareholder, against any losses, claims, damages or liabilities (joint or several) to which the Company or any such director, officer, controlling personemployees, underwriter or other such Shareholder, or partner, director, officer or controlling person affiliates and agents and shall survive the transfer of such other Shareholder may become subject under the Registrable Securities Actby Aardvark, the Exchange Act or other federal or state lawand Aardvark shall reimburse Sorrento, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Shareholder under an instrument duly executed by such Shareholder and stated to be specifically for use in connection with such registration; and each such Shareholder will pay as incurred director, officer, employees, affiliates and agents for any legal or other expenses reasonably incurred by the Company them in connection with investigating, defending, or settling and such loss, claim, damage, liability, action, or proceeding. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of Sorrento or any such director, officer, controlling personemployees, underwriter or other Shareholder, or partner, officer, director or controlling person affiliates and agents and shall survive the transfer by Aardvark of such other Shareholder in connection with investigating or defending any such loss, claim, damage, liability or action if it is judicially determined that there was such a Violation; provided, however, that the indemnity agreement contained in this Section 4.3(b) will not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Shareholder, which consent will not be unreasonably withheld; provided further, that in no event will any indemnity under this Section 4.3 exceed the net proceeds from the offering received by such ShareholderRegistrable Securities. (c) Promptly after receipt by a Aardvark Indemnified Party or a Sorrento Indemnified Party (each, an indemnified party under this Section 4.3 “Indemnified Party”) of notice of the commencement of any action or proceeding (including any a governmental actioninvestigation), such indemnified party Indemnified Party will, if a claim in respect thereof is to be made against any the indemnifying party under this Section 4.3Section, deliver to notify the indemnifying party a written notice of the commencement thereof thereof; but the omission to so notify the indemnifying party will not relieve the indemnifying party from liability under Section unless and to the extent it did not otherwise learn of such action and the indemnifying party has been materially prejudiced by such failure. In case any such action is brought against any Indemnified Party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will have the right be entitled to participate in, therein and, to the extent the indemnifying party so desiresthat it may wish, jointly with any other indemnifying party similarly noticednotified, to assume the defense thereof thereof, with counsel mutually reasonably satisfactory to such Indemnified Party (who shall not, except with the partiesconsent of the Indemnified ​ Party, be counsel to the indemnifying party), and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof the indemnifying party will not be liable to such Indemnified Party under this Section for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such Indemnified Party in connection with the defense thereof; provided, however, if such Indemnified Party shall have been advised by counsel that an indemnified there are one or more defenses available to it that are in conflict with those available to the indemnifying party will (in which case the indemnifying party shall not have the right to retain its own counseldirect the defense of such action on behalf of the Indemnified Party), with the reasonable fees and expenses of such Indemnified Party’s counsel shall be borne by the indemnifying party. In no event shall the indemnifying party be liable for the fees and expenses of more than one counsel (together with appropriate local counsel) at any time for any Indemnified Party in connection with any one action or separate but substantially similar or related actions arising in the same jurisdiction out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the Indemnified Party (not to be paid unreasonably withheld or delayed), effect any settlement of any pending or threatened action in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by the indemnifying party, if representation such Indemnified Party unless such settlement (i) includes an unconditional release of such indemnified party by Indemnified Party from all liability on any claims that are the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time subject matter of the commencement of any such action, if materially prejudicial and (ii) does not include a statement as to its ability or an admission of fault, culpability or a failure to defend such action, will relieve such indemnifying party act by or on behalf of any liability to the indemnified party under this Section 4.3, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 4.3. (d) Indemnified Party. If the indemnification provided for in this Section 4.3 is held by a court of competent jurisdiction unavailable or insufficient to be unavailable to hold harmless an indemnified Indemnified Party, then each indemnifying party with respect to any losses, claims, damages or liabilities referred to herein, the indemnifying party, in lieu of indemnifying such indemnified party thereunder, will to the extent permitted by applicable law shall contribute to the amount paid or payable by such indemnified party Indemnified Party as a result of such lossthe losses, claimclaims, damage damages or liability liabilities (or actions in respect thereof) referred to in Article 6, in such proportion as is appropriate to reflect the relative fault of the indemnifying party or parties on the one hand and of the indemnified party Indemnified Party on the other in connection with the Violation(s) statements or omissions that resulted in such losslosses, claimclaims, damage damages or liability, liabilities (or actions in respect thereof) as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party will parties shall be determined by a court of law by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by Sorrento on the indemnifying party one hand or by Aardvark or Aardvark Indemnified Party, as the indemnified party case may be, on the other, and the parties' ’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission; provided. The amount paid by an Indemnified Party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this Section shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any action or claim that is the subject of this Article 6,. The parties agree that it would not be just and equitable if contributions were determined by pro rata allocation (even if Aardvark was treated as one entity for such purpose) or any other method of allocation that does not take account of the equitable considerations referred to above. Notwithstanding any other provision of this Article 6, Aardvark shall not be required to contribute any amount in no event will any contribution excess of the amount by a Shareholder hereunder exceed which the net proceeds received by Aardvark from the offering received sale of the Registrable Securities pursuant to the Resale Registration Statement exceeds the amount of damages that Aardvark has otherwise been required to pay by reason of such Shareholderuntrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be ​ entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. (ed) The obligations agreements contained in this Section shall survive the sale of the Company Registrable Securities pursuant to the Resale Registration Statement, and Shareholder under this Section 4.3 will survive completion shall remain in full force and effect, regardless of any offering of shares of Company Stock in a registration statement and the termination or cancellation of this IR Agreement. No Indemnifying Party, in the defense Agreement or any investigation made by or on behalf of any such claim or litigation, will, except with the consent of each Indemnified Party, 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 such Indemnified Party of a release from all liability in respect to such claim or litigation.