Common use of Investor Indemnification Clause in Contracts

Investor Indemnification. Each holder will, if Registrable Securities held by such holder are included in the securities as to which such registration is being effected, indemnify the Company, each of its directors and officers, other holders of the Company's securities covered by such registration statement, each person who controls the Company within the meaning of Section 15 of the Securities Act, and each such holder, each of its officers and directors and each person controlling such holder within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any 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 any violation by such holder of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to such holder, and will reimburse the Company, each such other holder, such directors, officers, persons, underwriters or control persons for any legal or any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating or defending any such claim, loss, damage, liability or action, but in the case of the Company or such other holder or their officers, directors or controlling persons, only to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such holder and stated to be specifically for use therein; provided, further, that the indemnity agreement contained in this Subsection 6(d)(ii) 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 such indemnifying holder (which consent shall not be unreasonably withheld or delayed). The liability of any holder for indemnification under this Section 6(d) in its capacity as a seller of Registrable Securities shall not exceed the lesser of (i) that proportion of the total of such losses, claims, damages, expenses or liabilities indemnified against equal to the proportion of the total securities sold under such registration statement by such holder, and (ii) the amount equal to the net proceeds to such holder of the securities sold in any such registration.

Investor Indemnification. Each holder stockholder of the Company holding Registrable Securities will, if Registrable Securities held by such holder stockholder are included in the securities as to which such registration is being effected, severally and not jointly, indemnify the Company, each of its directors and officers, other holders of the Company's ’s securities covered by such registration statementRegistration Statement, each person who controls the Company within the meaning of Section 15 of the Securities Act, and each such holder, each of its officers and directors and each person controlling such holder within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on on: (i) any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statementRegistration Statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, and only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such stockholder and stated to be specifically for use therein, or (ii) any violation by such holder stockholder of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to such holderstockholder, and in each case, such stockholder will reimburse the Company, each such other holderstockholder, such and directors, officers, persons, underwriters or control persons of the Company and the other I for any legal or any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating or defending any such claim, loss, damage, liability or action, but in the case of the Company or such other holder or their officers, directors or controlling persons, only to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such holder and stated to be specifically for use therein; provided, further, that the indemnity agreement contained in this Subsection 6(d)(iiSection 6(b) 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 such indemnifying holder stockholder (which consent shall not be unreasonably withheld or delayed). The liability of any holder stockholder for indemnification under this Section 6(d6(b) in its capacity as a seller of Registrable Securities shall not exceed the lesser greater of (i) that proportion of the total of such losses, claims, damages, expenses or liabilities indemnified against equal to the proportion of the total securities sold under such registration statement by such holder, and (ii) the amount equal to the of net proceeds to such holder stockholder of the securities sold in any such registrationregistration and (ii) the purchase price of the Shares paid by such stockholder.

Investor Indemnification. Each holder will(i) To the extent permitted by applicable Law, if Registrable Securities held by such holder are included in the securities as to which such registration is being effected, Investor will indemnify and hold harmless the Company, each of its directors and officers, other holders of the Company's securities covered by such registration statement, each person Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act, ) and each such holderof their respective officers, each of its officers directors, partners, members, managers, shareholders, accountants, attorneys, agents and directors employees from and each person controlling such holder within the meaning of Section 15 against all losses, claims, costs, damages or liabilities (whether joint or several) to which any of the foregoing Persons may become subject, under U.S. Securities ActLaws or otherwise, against all insofar as such losses, claims, losses, damages and or liabilities (or actions in respect thereofthereto) arising arise out of or are based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statementRegistration Statement, prospectus, offering circular including any preliminary prospectus or other documentFinal Prospectus contained therein or any amendments or supplements thereto, or any 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 any violation by such holder of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to such holder, and will reimburse the Company, each such other holder, such directors, officers, persons, underwriters or control persons any Person intended to be indemnified pursuant to this Section 4.5(b) for any legal or any other expenses reasonably incurred, as such expenses are incurred, incurred by them in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but in the case of the Company or such other holder or their officers, directors or controlling persons, only to the extent extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statementRegistration Statement, prospectusincluding any preliminary prospectus or Final Prospectus contained therein or any amendments or supplements thereto, offering circular or other document in reliance upon and in conformity with written information furnished to the Company and signed by an instrument duly executed by such holder the Investor and stated intended to be specifically for use therein; provided, further, that the . (ii) The indemnity agreement contained in this Subsection 6(d)(iiSection 4.5(b) 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 such indemnifying holder the Investor (which consent shall not be unreasonably withheld or delayedwithheld). The liability of any holder for indemnification , and in no event shall the aggregate indemnity under this Section 6(d4.5(b) in its capacity as a seller (including any reimbursement of Registrable Securities shall not any expenses) exceed the lesser of (i) that proportion of the total of such losses, claims, damages, expenses or liabilities indemnified against equal to the proportion of the total securities sold under such registration statement by such holder, and (ii) the amount equal to the net proceeds (less underwriting discounts and selling commissions) from the offering received by the Investor. The Investor will not be required to such holder enter into any agreement or undertaking in connection with any Registration providing for any indemnification or contribution on the part of the securities sold in any such registrationInvestor greater than the Investor’s obligations under this Section 4.5.

Investor Indemnification. Each holder will, if Registrable Securities held by such holder are included in the securities as to which such registration is being effected, indemnify the Company, each of its directors and officers, other holders of the Company's securities covered by such registration statement, each person who controls the Company within the meaning of Section 15 of the Securities Act, and each such holder, each of its officers and directors and each person controlling such holder within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any 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 any violation by such holder of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to such holder, and will reimburse the Company, each such other holderInvestor, such directors, officers, persons, underwriters or control persons for any legal or any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating or defending any such claim, loss, damage, liability or action, but in the case of the Company or such other holder Investors or their officers, directors or controlling persons, only to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such holder and stated to be specifically for use therein; provided, further, that the indemnity agreement contained in this Subsection 6(d)(ii) 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 such indemnifying holder (which consent shall not be unreasonably withheld or delayed). The liability of any holder for indemnification under this Section 6(d) in its capacity as a seller of Registrable Securities shall not exceed the lesser of (i) that proportion of the total of such losses, claims, damages, expenses or liabilities indemnified against equal to the proportion of the total securities sold under such registration statement by such holder, and (ii) the amount equal to the net proceeds to such holder of the securities sold in any such registration.

Investor Indemnification. Each holder will(a) The Company shall indemnify and hold harmless each Purchaser (each, if Registrable Securities held by such holder are included in the securities as to which such registration is being effected, indemnify the Company, each of its directors a "PURCHASER INDEMNITEE") from and officers, other holders of the Company's securities covered by such registration statement, each person who controls the Company within the meaning of Section 15 of the Securities Act, and each such holder, each of its officers and directors and each person controlling such holder within the meaning of Section 15 of the Securities Act, against all actions, suits, claims, lossesproceedings, damages costs, damages, judgments, amounts paid in settlement and liabilities expenses (including, without limitation, attorneys' fees and disbursements) relating to or actions in respect thereof) arising out of any claim, demand or based on cause of action asserted by any untrue statement third party as a result of any of the transactions contemplated by this Agreement, the Series B Preferred Stock Purchase Agreement and the Series C Preferred Stock Purchase Agreement by and among the Company and any of the Purchasers (the "PURCHASE AGREEMENT") (including, without limitation, acts or alleged untrue statement) omissions since the commencement of the negotiations leading to such transactions); PROVIDED, HOWEVER, that the indemnification provided hereby shall not extend to costs, damages, judgment, amounts paid in settlement and expenses directly and primarily attributable to activities of a material fact contained in Purchaser Indemnitee which do not involve any such registration statement, prospectus, offering circular wrongful act or other document, omission of the Company or any 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 any violation by such holder of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to such holder, and will reimburse the Company, each such other holder, such its directors, officers, personsemployees, underwriters agents or control persons representatives. (b) The Company shall reimburse the Purchaser Indemnitee for all out-of-pocket expenses (including attorneys' fees and disbursements) as they are incurred in connection with investigating, preparing to defend or defending any such action, suit, claim or proceeding (including any inquiry or investigation) whether or not a Purchaser Indemnitee is a party thereto. If a Purchaser Indemnitee makes a claim hereunder for payment or reimbursement of expenses, such expenses shall be paid or reimbursed promptly upon receipt of appropriate documentation relating thereto even if the Company reserves the right to dispute whether this Agreement requires the payment or reimbursement of such expenses. (c) A Purchaser Indemnitee seeking indemnification hereunder shall give written notice to the Company of any claim with response to which it seeks indemnification promptly after the discovery by such party of any matters giving rise to a claim for indemnification; PROVIDED THAT the failure of any Purchaser Indemnitee to give notice as provided herein shall not relieve the Company of its obligations under this Section 2.7 unless the Company shall have been materially prejudiced by the failure of Purchaser Indemnitee to make such notification. In case any such action, suit, claim or proceedings is brought against Purchaser Indemnitee, the Company shall be entitled to participate in the defense thereof and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to Purchaser Indemnitee, and after notice from the Company of its election so to assume the defense thereof, the Company will not be liable to such Purchaser Indemnitee under this Section 2.7 for any legal or any other expenses reasonably incurred, as expense subsequently incurred by such expenses are incurred, Purchaser Indemnitee in connection with investigating the defense thereof; PROVIDED THAT (i) if the Company shall elect not to assume the defense of such claim or action or (ii) if Purchaser Indemnitee reasonably determines that there may be a conflict between the positions of the Company and of Purchaser Indemnitee in defending any such claim, loss, damage, liability claim or action, but then separate counsel shall be entitled to participate in and conduct the case defense, and the Company shall be liable for any legal or other expenses incurred by Purchaser Indemnitee in connection with the defense; PROVIDED THAT in no event shall the Company be required to pay the fees or expenses of more than one counsel. The Company shall not be liable for any settlement of any action, suit, claim or proceeding effected without its written consent; PROVIDED, HOWEVER, that the Company shall not unreasonably withhold, delay or condition its consent. The Company further agrees that it will not, without Purchaser Indemnitee's prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof in any pending or threatened action, suit, claim or proceeding in respect of which indemnification may be sought hereunder (whether or not any Purchaser Indemnitee is an actual or potential party to such action, suit, claim or proceeding) unless such settlement or compromise includes an unconditional release of Purchasers and each other Purchaser Indemnitee from all liability arising out of such action, suit, claim or proceeding. (d) If the indemnification provided for in this Section 2.7 is held by a court of competent jurisdiction to be unavailable to a Purchaser Indemnitee with respect to any loss, liability, claim, damage or expense referred to therein, then the Company, in lieu of indemnifying such Purchaser Indemnitee hereunder, shall contribute to the amount paid or payable by such Purchaser Indemnitee as a result of such loss, liability, claim, damage or expense in such proportion as is appropriate to reflect the relative fault of the Company on the one hand and of Purchaser Indemnitee on the other in connection with the statements or such other holder or their officers, directors or controlling persons, only to the extent omissions that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made resulted in such registration statementloss, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such holder and stated to be specifically for use therein; provided, further, that the indemnity agreement contained in this Subsection 6(d)(ii) shall not apply to amounts paid in settlement of any such lossliability, claim, damage, liability or action if such settlement is effected without the consent of such indemnifying holder (which consent shall not be unreasonably withheld or delayed)expense as well as any other relevant equitable considerations. The liability relative fault of any holder for indemnification the Company and of Purchaser Indemnitee shall be determined 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 Company or by Purchaser Indemnitee and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. (e) The rights of each Purchaser under this Section 6(d) 2.7 shall be in its capacity as a seller of Registrable Securities shall not exceed addition to any liability that the lesser of (i) that proportion of the total of such losses, claims, damages, expenses or liabilities indemnified against equal Company might otherwise have to the proportion of the total securities sold Purchaser, under such registration statement by such holderthis Agreement, and (ii) the amount equal to the net proceeds to such holder of the securities sold in any such registrationat common law or otherwise.

Investor Indemnification. Each holder will, if Registrable Securities held by such holder are included in the securities as to which such registration is being effected, indemnify the Company, each of its directors and officers, other holders of the Company's ’s securities covered by such registration statement, each person who controls the Company within the meaning of Section 15 of the Securities Act, and each such holder, each of its officers and directors and each person controlling such holder within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any 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 any violation by such holder of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to such holder, and will reimburse the Company, each such other holder, such directors, officers, persons, underwriters or control persons for any legal or any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating or defending any such claim, loss, damage, liability or action, but in the case of the Company or such other holder or their officers, directors or controlling persons, only to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such holder and stated to be specifically for use therein; provided, further, that the indemnity agreement contained in this Subsection 6(d)(ii) 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 such indemnifying holder (which consent shall not be unreasonably withheld or delayed). The liability of any holder for indemnification under this Section 6(d) in its capacity as a seller of Registrable Securities shall not exceed the lesser of (i) that proportion of the total of such losses, claims, damages, expenses or liabilities indemnified against equal to the proportion of the total securities sold under such registration statement by such holder, and (ii) the amount equal to the net proceeds to such holder of the securities sold in any such registration.

Investor Indemnification. Each holder of Registrable Securities will, if Registrable Securities held by such holder are included in the securities as to which such registration is being effected, indemnify the Company, each of its directors and officers, other holders of the Company's ’s securities covered by such registration statement, each person who controls the Company within the meaning of Section 15 of the Securities Act, and each such holder, each of its officers and directors and each person controlling such holder within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any 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 any violation by such holder of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to such holder, and will reimburse the Company, each such other holder, such and directors, officers, persons, underwriters or control persons of the Company and the other holders for any legal or any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating or defending any such claim, loss, damage, liability or action, but in the case of the Company or such other holder holders or their officers, directors or controlling persons, only to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such holder and stated to be specifically for use therein; provided, further, that the indemnity agreement contained in this Subsection 6(d)(ii2(d)(ii) 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 such indemnifying holder (which consent shall not be unreasonably withheld or delayed). The liability of any holder for indemnification under this Section 6(d2(d) in its capacity as a seller of Registrable Securities shall not exceed the lesser amount of (i) that proportion of the total of such losses, claims, damages, expenses or liabilities indemnified against equal to the proportion of the total securities sold under such registration statement by such holder, and (ii) the amount equal to the net proceeds to such holder of the securities sold in any such registration.

Investor Indemnification. Each holder willIn connection with any Registration Statement with respect to which the Investor is participating, if Registrable Securities held by such holder are included Investor will indemnify and hold harmless, to the same extent and in the securities same manner as to which such registration is being effectedset forth in the preceding paragraph, indemnify the Company, each of its directors and directors, officers, other holders of the Company's securities covered by such registration statementeach Person, each person if any, who controls the Company within the meaning of Section 15 of the Securities Act, and Act or Section 20 of the Exchange Act (each such holder, each of its officers and directors and each person controlling such holder within the meaning of Section 15 of a “Company Indemnified Person”) against any Damages to which any Company Indemnified Person may become subject under the Securities Act, against all claimsthe Exchange Act or otherwise, losses, damages and liabilities (or actions in respect thereof) arising insofar as such Damages arise out of or are based on upon (i) any untrue statement (or alleged untrue statement) statement of a material fact contained in any such registration statementRegistration Statement, or in any preliminary prospectus, offering circular final prospectus, summary prospectus, amendment or other documentsupplement relating to the Registrable Securities or arising out of, or are based upon, any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein under the circumstances not misleading, or any violation by such holder of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to such holder, and will reimburse the Company, each such other holder, such directors, officers, persons, underwriters or control persons for any legal or any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating or defending any such claim, loss, damage, liability or action, but in the case of the Company or such other holder or their officers, directors or controlling persons, only misleading to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document violation occurs in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such holder and stated to be specifically the Investor or on behalf of the Investor expressly for use therein; providedin connection with such Registration Statement, further(ii) any failure by the Investor to comply with prospectus delivery requirements of the Securities Act, that the indemnity agreement contained in this Subsection 6(d)(iiExchange Act or any other law or legal requirement applicable to sales under the Registration Statement or (iii) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without sale by the consent of such indemnifying holder (which consent shall not be unreasonably withheld or delayed). The liability of any holder for indemnification under this Section 6(d) in its capacity as a seller Investor of Registrable Securities shall not exceed the lesser of (i) that proportion of the total of such losses, claims, damages, expenses or liabilities indemnified against equal to the proportion of the total securities sold under such registration statement by such holder, and (ii) the amount equal to the net proceeds to such holder of the securities sold in any such registrationduring a Blackout Period.

Investor Indemnification. Each holder Investor holding Registrable Securities will, if Registrable Securities held by such holder Investor are included in the securities as to which such registration is being effected, severally and not jointly, indemnify the Company, each of its directors and officers, other holders of the Company's ’s securities covered by such registration statementRegistration Statement, each person who controls the Company within the meaning of Section 15 of the Securities Act, and each such holder, each of its officers and directors and each person controlling such holder within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statementRegistration Statement, prospectus, offering circular or other document, or any 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 any violation by such holder of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to such holderInvestor, and will reimburse the Company, each such other holder, such and directors, officers, persons, underwriters or control persons of the Company and the other holders for any legal or any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating or defending any such claim, loss, damage, liability or action, but in the case of the Company or such other holder holders or their officers, directors or controlling persons, only to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statementRegistration Statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such holder Investor and stated to be specifically for use therein; provided, further, that the indemnity agreement contained in this Subsection 6(d)(ii2(e)(ii) 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 such indemnifying holder Investor (which consent shall not be unreasonably withheld or delayed). The liability of any holder Investor for indemnification under this Section 6(d2(e) in its capacity as a seller of Registrable Securities shall not exceed the lesser amount of (i) that proportion of the total of such losses, claims, damages, expenses or liabilities indemnified against equal to the proportion of the total securities sold under such registration statement by such holder, and (ii) the amount equal to the net proceeds to such holder Investor of the securities sold in any such registration.

Investor Indemnification. Each holder willWithout limitation of any other provision of this Agreement or any agreement executed in connection herewith, if Registrable Securities held by such holder are included in the securities as Company agrees to which such registration is being effecteddefend, indemnify the Companyand hold each Stockholder, each its Affiliates and direct and indirect partners (including partners of its directors partners and stockholders and members of partners), members, stockholders, directors, officers, other holders of the Company's securities covered by such registration statement, employees and agents and each person who controls the Company such Stockholder within the meaning of Section 15 of the Securities Act, and each such holder, each of its officers and directors and each person controlling such holder within the meaning of or Section 15 20 of the Securities ActExchange Act (collectively, the “Stockholder Indemnified Parties” and, individually, an “Stockholder Indemnified Party”) harmless from and against any and all claimsdamages, liabilities, losses, damages taxes, fines, penalties, reasonable costs and liabilities expenses (including reasonable fees of a single counsel representing the Stockholder Indemnified Parties), as the same are incurred, of any kind or actions in respect thereof) nature whatsoever (whether or not arising out of third party claims and including all amounts paid in investigation, defense or settlement of the foregoing) which may be sustained or suffered by any such Stockholder Indemnified Party (“Losses”), based on upon, arising out of, or by reason of any untrue statement (third party or alleged untrue statement) of a material fact contained governmental claims relating in any way to (i) such registration statementStockholder Indemnified Party’s status as a security holder, prospectuscreditor, offering circular director, agent, representative or other document, controlling person of the Company or (ii) such Stockholder Indemnified Party’s involvement with the Company (including any 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 any violation by such holder of and all Losses under the Securities Act, the Exchange ActAct or other federal or state statutory law or regulation, state at common law or otherwise, which relate directly or indirectly to the registration, purchase, sale or ownership of any securities laws or any rule or regulation promulgated under such laws applicable to such holder, and will reimburse the Company, each such other holder, such directors, officers, persons, underwriters or control persons for any legal or any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating or defending any such claim, loss, damage, liability or action, but in the case of the Company or such other holder to any fiduciary obligation owed with respect thereto), including in connection with any third party or their officersgovernmental action or claim relating to any action taken or omitted to be taken or alleged to have been taken or omitted to have been taken by any Stockholder Indemnified Party as security holder, directors director, agent, representative or controlling personsperson of the Company or otherwise, only alleging so called control person liability or securities law liability; provided, however, that the Company will not be liable to the extent that such Losses arise from and are based on (A) an untrue statement (or omission or alleged untrue statement) statement or omission (in a registration statement or alleged omission) prospectus which is made in such registration statement, prospectus, offering circular or other document in reliance upon on and in conformity with written information furnished to the Company by an instrument duly executed by or on behalf of such holder and stated to be Stockholder Indemnified Party specifically for use inclusion therein; provided, furtheror (B) conduct by a Stockholder Indemnified Party which constitutes fraud or willful misconduct. For the sake of clarity and the avoidance of doubt, that the indemnity agreement contained in this Subsection 6(d)(ii) 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 such indemnifying holder (which consent a Stockholder Indemnified Party shall not be unreasonably withheld or delayed). The liability of any holder for entitled to indemnification under this Section 6(d) 7.1 in its capacity as a seller respect of Registrable Securities shall not exceed the lesser of (i) any claim that proportion such Stockholder Indemnified Party violated any of the total provisions of such losses, claims, damages, expenses or liabilities indemnified against equal to the proportion this Agreement. 16 Issuance of the total securities sold under such registration statement by such holder, and New Securities (iipre-emptive rights) the amount equal to the net proceeds to such holder of the securities sold in any such registrationprovision.

Investor Indemnification. Each holder will, if Registrable Securities held by such holder are included in the securities as to which such registration is being effected, indemnify the Company, each of its directors and officers, other holders of the Company's ’s securities covered by such registration statement, each person who controls the Company within the meaning of Section 15 of the Securities Act, and each such holder, each of its officers and directors and each person controlling such holder within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any 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 any violation by such holder of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to such holder, and will reimburse the Company, each such other holderInvestor, such directors, officers, persons, underwriters or control persons for any legal or any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating or defending any such claim, loss, damage, liability or action, but in the case of the Company or such other holder Investors or their officers, directors or controlling persons, only to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such holder and stated to be specifically for use therein; provided, further, that the indemnity agreement contained in this Subsection 6(d)(ii2(d)(ii) 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 such indemnifying holder (which consent shall not be unreasonably withheld or delayed). The liability of any holder for indemnification under this Section 6(d2(d) in its capacity as a seller of Registrable Securities shall not exceed the lesser of (i) that proportion of the total of such losses, claims, damages, expenses or liabilities indemnified against equal to the proportion of the total securities sold under such registration statement by such holder, and (ii) the amount equal to the net proceeds to such holder of the securities sold in any such registration.