Common use of Investor Indemnity Clause in Contracts

Investor Indemnity. The Investor shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) the Investor’s failure to comply with any applicable prospectus delivery requirements of the Securities Act through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information furnished in writing by the Investor to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to the Investor’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Investor for use in a Registration Statement, such Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3.1(d)(iii)-(vi), to the extent, but only to the extent, related to the use by the Investor of an outdated, defective or otherwise unavailable Prospectus after the Company has notified the Investor in writing that the Prospectus is outdated, defective or otherwise unavailable for use by the Investor and prior to the receipt by the Investor of the Advice contemplated in Section 5.2. In no event shall the liability of the Investor under this Section 4.2 be greater in amount than the dollar amount of the net proceeds received by the Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Investor Indemnity. The Investor shall will indemnify and hold harmless the Company, each of its directors, officers, agents partners, and employees, each Person person who controls the Company (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange ActAct and the rules and regulations thereunder, and each of their officers, directors and partners, and each person controlling such other Investor (if any), and the each of their officers, directors, officersand partners, agents or employees of and each person controlling such controlling Persons, to the fullest extent permitted by applicable law, from and other Investor against all Lossesclaims, as incurredlosses, to the extent damages and liabilities (or actions in respect thereof) arising out of or based solely upon: (x) the Investor’s failure to comply with any applicable prospectus delivery requirements of the Securities Act through no fault of the Company or (y) on any untrue statement (or alleged untrue statement statement) of a material fact contained in any the Registration Statement, any Prospectus, Statement (or in any amendment thereto) or supplement thereto prospectus or in any preliminary prospectus, or arising out of or relating to any omission (or alleged omission of omission) to state therein a material fact required to be stated therein or necessary to make the statements statement therein (not misleading, and will reimburse the Company and its directors, officers and partners, or control persons for any legal or any other expenses reasonably incurred in the case of connection with investigating and defending any Prospectus such claim, loss, damage, liability or supplement theretoaction, in light of the circumstances under which they were made) not misleading (i) each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement or prospectus in reliance upon and in conformity with written information furnished to the Company by the Investor and stated to be specifically for use therein, and provided that the Investor shall not be liable under this indemnity for an amount in excess of the proceeds received by the Investor from the sale of the Common Stock pursuant to such Registration Statement; provided, however, that nothing contained in herein shall limit the Investor’s obligation to provide indemnification pursuant to the Agreement. In addition to any other information furnished in writing to the Company by the Investor, the information in the Registration Statement concerning the Investor under the caption “Plan of Distribution” (or any similarly captioned Section containing information required pursuant to Item 508 of Regulation S-K) shall be deemed information furnished in writing to the Company by the Investor to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) extent it conforms to the extent, but only to the extent, that such information relates to the Investor’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved actually supplied in writing by the Investor for use Investor. The indemnity agreement contained in a Registration Statementthis Section 5(b) shall not apply to amounts paid in settlement of any such claims, losses, damages or liabilities if such Prospectus or in any amendment or supplement thereto or (iii) in settlement is effected without the case of an occurrence of an event of the type specified in Section 3.1(d)(iii)-(vi), to the extent, but only to the extent, related to the use by the Investor of an outdated, defective or otherwise unavailable Prospectus after the Company has notified the Investor in writing that the Prospectus is outdated, defective or otherwise unavailable for use by the Investor and prior to the receipt by the Investor of the Advice contemplated in Section 5.2. In no event shall the liability written consent of the Investor under this Section 4.2 (which consent shall not be greater in amount than the dollar amount of the net proceeds received by the Investor upon the sale of the Registrable Securities giving rise to such indemnification obligationunreasonably withheld).

Investor Indemnity. The Investor shall will indemnify and hold harmless the Company, each of its directors, officers, agents partners, and employeeseach underwriter, if any, of the Company's securities covered by the Registration Statement, each Person person who controls the Company (or such underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange ActAct and the rules and regulations thereunder, and each of their officers, directors and partners, and each person controlling such other Investor (if any), and the each of their officers, directors, officersand partners, agents or employees of and each person controlling such controlling Persons, to the fullest extent permitted by applicable law, from and other Investor against all Lossesclaims, as incurredlosses, to the extent damages and liabilities (or actions in respect thereof) arising out of or based solely upon: (x) the Investor’s failure to comply with any applicable prospectus delivery requirements of the Securities Act through no fault of the Company or (y) on any untrue statement (or alleged untrue statement statement) of a material fact contained in any the Registration Statement, any Prospectus, Statement (or in any amendment thereto) or supplement thereto prospectus or in any preliminary prospectus, or arising out of or relating to any omission (or alleged omission of omission) to state therein a material fact required to be stated therein or necessary to make the statements statement therein (not misleading, and will reimburse the Company and its directors, officers and partners, or control persons for any legal or any other expenses reasonably incurred in the case of connection with investigating and defending any Prospectus such claim, loss, damage, liability or supplement theretoaction, in light of the circumstances under which they were made) not misleading (i) each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement or prospectus in reliance upon and in conformity with written information furnished to the Company by the Investor and stated to be specifically for use therein, and provided that the Investor shall not be liable under this indemnity for an amount in excess of the proceeds received by the Investor from the sale of the Common Stock pursuant to such Registration Statement; provided, however, that nothing contained in herein shall limit the Investor's obligation to provide indemnification pursuant to Section 10.4 of the Agreement. In addition to any other information furnished in writing to the Company by the Investor, the information in the Registration Statement concerning the Investor under the caption "Plan of Distribution" (or any similarly captioned Section containing information required pursuant to Item 508 of Regulation S-K) shall be deemed information furnished in writing to the Company by the Investor to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) extent it conforms to the extent, but only to the extent, that such information relates to the Investor’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved actually supplied in writing by the Investor for use Investor. The indemnity agreement contained in a Registration Statementthis Section 5(b) shall not apply to amounts paid in settlement of any such claims, losses, damages or liabilities if such Prospectus or in any amendment or supplement thereto or (iii) in settlement is effected without the case of an occurrence of an event of the type specified in Section 3.1(d)(iii)-(vi), to the extent, but only to the extent, related to the use by the Investor of an outdated, defective or otherwise unavailable Prospectus after the Company has notified the Investor in writing that the Prospectus is outdated, defective or otherwise unavailable for use by the Investor and prior to the receipt by the Investor of the Advice contemplated in Section 5.2. In no event shall the liability written consent of the Investor under this Section 4.2 (which consent shall not be greater in amount than the dollar amount of the net proceeds received by the Investor upon the sale of the Registrable Securities giving rise to such indemnification obligationunreasonably withheld).

Investor Indemnity. The Investor shall will, if Registrable Securities held by it are included in the securities as to which such registration, qualification or compliance is being effected, indemnify and hold harmless the Company, each of its directors, officers, agents partners, and employeeseach underwriter, if any, of the Company's securities covered by such a registration statement, each Person person who controls the Company (or such underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange ActAct and the rules and regulations thereunder, each other Investor (if any), and the each of their officers, directors and partners, and each person controlling such other Investor (if any), and each of their officers, directors, officersand partners, agents or employees of and each person controlling such controlling Persons, to the fullest extent permitted by applicable law, from and other Investor against all Lossesclaims, as incurredlosses, to the extent damages and liabilities (or actions in respect thereof) arising out of or based solely upon: (x) the Investor’s failure to comply with any applicable prospectus delivery requirements of the Securities Act through no fault of the Company or (y) on any untrue statement (or alleged untrue statement statement) of a material fact contained in any Registration Statement, any Prospectus, such registration statement (or in any amendment thereto) or supplement thereto prospectus or in any preliminary prospectus, or arising out of or relating to any omission (or alleged omission of omission) to state therein a material fact required to be stated therein or necessary to make the statements statement therein (not misleading, and will reimburse the Company and its directors, officers and partners, or control persons for any legal or any other expenses reasonably incurred in the case of connection with investigating and defending any Prospectus such claim, loss, damage, liability or supplement theretoaction, in light of the circumstances under which they were made) not misleading (i) each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is contained made in any such registration statement or prospectus in reliance upon and in conformity with written information furnished in writing by the Investor to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to the Investor’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Investor for use in a Registration Statement, such Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3.1(d)(iii)-(vi), to the extent, but only to the extent, related to the use by the Investor of an outdated, defective or otherwise unavailable Prospectus after the Company has notified the Investor in writing that the Prospectus is outdated, defective or otherwise unavailable for use by the Investor and prior stated to the receipt by the be specifically for use therein, and provided that no Investor shall be liable under this indemnity for an amount in excess of the Advice contemplated in Section 5.2. In no event shall the liability of the Investor under this Section 4.2 be greater in amount than the dollar amount of the net proceeds received by the Investor upon from the sale of the Registrable Securities giving rise pursuant to such Registration Statement; provided, however, that nothing contained herein shall limit the Investor's obligation to provide indemnification obligationpursuant to Section 11.3 of the Agreement. In addition to any other information furnished in writing to the Company by the warrant holder, the information in the Registration Statement concerning the Investor under the captions "Selling Shareholders" (or any similarly captioned Section containing the information required pursuant to Item 507 of Regulation S-K promulgated pursuant to the Securities Act) and "Plan of Distribution" (or any similarly captioned Section containing information required pursuant to Item 508 of Regulation S-K) shall be deemed information furnished in writing to the Company by the Investor to the extent it conforms to information actually supplied in writing by the Investor. The indemnity agreement contained in this Section 5(b) shall not apply to amounts paid in settlement of any such claims, losses, damages or liabilities if such settlement is effected without the written consent of the Investor (which consent shall not be unreasonably withheld).

Investor Indemnity. The Investor shall will indemnify and hold harmless the Company, each of its directors, officers, agents partners, and employeeseach underwriter, if any, of the Company's securities covered by the Registration Statement, each Person person who controls the Company (or such underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange ActAct and the rules and regulations thereunder, and each of their officers, directors and partners, and each person controlling such other Investor (if any), and the each of their officers, directors, officersand partners, agents or employees of and each person controlling such controlling Persons, to the fullest extent permitted by applicable law, from and other Investor against all Lossesclaims, as incurredlosses, to the extent damages and liabilities (or actions in respect thereof) arising out of or based solely upon: (x) the Investor’s failure to comply with any applicable prospectus delivery requirements of the Securities Act through no fault of the Company or (y) on any untrue statement (or alleged untrue statement statement) of a material fact contained in any the Registration Statement, any Prospectus, Statement (or in any amendment thereto) or supplement thereto prospectus or in any preliminary prospectus, or arising out of or relating to any omission (or alleged omission of omission) to state therein a material fact required to be stated therein or necessary to make the statements statement therein (not misleading, and will reimburse the Company and its directors, officers and partners, or control persons for any legal or any other expenses reasonably incurred in the case of connection with investigating and defending any Prospectus such claim, loss, damage, liability or supplement theretoaction, in light of the circumstances under which they were made) not misleading (i) each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is contained made in such registration statement or prospectus in reliance upon and in conformity with written information furnished to the Company by the Investor and stated to be specifically for use therein, and provided that the Investor shall not be liable under this indemnity for an amount in excess of the proceeds received by the Investor from the sale of the Warrant Stock pursuant to such Registration Statement. In addition to any other information furnished in writing to the Company by the Investor, the information in the Registration Statement concerning the Investor under the caption "Plan of Distribution" (or any similarly captioned Section containing information required pursuant to Item 508 of Regulation S-K) shall be deemed information furnished in writing to the Company by the Investor to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) extent it conforms to the extent, but only to the extent, that such information relates to the Investor’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved actually supplied in writing by the Investor for use Investor. The indemnity agreement contained in a Registration Statementthis Section 5(b) shall not apply to amounts paid in settlement of any such claims, losses, damages or liabilities if such Prospectus or in any amendment or supplement thereto or (iii) in settlement is effected without the case of an occurrence of an event of the type specified in Section 3.1(d)(iii)-(vi), to the extent, but only to the extent, related to the use by the Investor of an outdated, defective or otherwise unavailable Prospectus after the Company has notified the Investor in writing that the Prospectus is outdated, defective or otherwise unavailable for use by the Investor and prior to the receipt by the Investor of the Advice contemplated in Section 5.2. In no event shall the liability written consent of the Investor under this Section 4.2 (which consent shall not be greater in amount than the dollar amount of the net proceeds received by the Investor upon the sale of the Registrable Securities giving rise to such indemnification obligationunreasonably withheld).

Investor Indemnity. The Investor shall will, if Registrable Securities held by it are included in the securities as to which such registration, qualification or compliance is being effected, indemnify and hold harmless the Company, each of its officers and directors, officers, agents and employees, each Person Entity who controls the Company (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act), Act and the directorsrules and regulations thereunder, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Lossesclaims, as incurredlosses, to the extent damages and liabilities (or actions in respect thereof) arising out of or based solely upon: (x) the Investor’s failure to comply with any applicable prospectus delivery requirements of the Securities Act through no fault of the Company or (y) on any untrue statement (or alleged untrue statement statement) of a material fact contained in any the Registration StatementStatement under which Registrable Securities were registered under the Securities Act pursuant to this Agreement, any Prospectuspreliminary or final prospectus contained therein, or in any amendment or supplement thereto or in any preliminary prospectusthereof, or arising out of or relating to based on any omission (or alleged omission of omission) to state therein a material fact required to be stated therein or necessary to make the statements statement therein (not misleading, and will reimburse the Company and its officers and directors, and each Entity controlling the Company, for any legal or any other expenses reasonably incurred in the case of connection with investigating and defending any Prospectus such claim, loss, damage, liability or supplement theretoaction, in light of the circumstances under which they were made) not misleading (i) each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, preliminary or final prospectus contained therein or amendment or supplement thereof in any reliance upon and in conformity with written information furnished in writing to the Company by the Investor to the Company expressly specifically for inclusion in such Registration Statement or such Prospectus or (ii) to the extentuse therein, but only to the extent, and provided that such information relates to the Investor’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Investor shall not be liable under this indemnity for use an amount in a Registration Statement, such Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event excess of the type specified in Section 3.1(d)(iii)-(vi), to the extent, but only to the extent, related to the use by the Investor of an outdated, defective or otherwise unavailable Prospectus after the Company has notified the Investor in writing that the Prospectus is outdated, defective or otherwise unavailable for use by the Investor and prior to the receipt by the Investor of the Advice contemplated in Section 5.2. In no event shall the liability of the Investor under this Section 4.2 be greater in amount than the dollar amount of the net gross proceeds received by the Investor upon from the sale of the Registrable Securities giving rise pursuant to such indemnification obligationRegistration Statement. The indemnity agreement contained in this Section 5(b) shall not apply to amounts paid in settlement of any such claims, losses, damages or liabilities if such settlement is effected without the written consent of the Investor (which consent shall not be unreasonably withheld).

Investor Indemnity. The Investor shall 19.1 To the extent permitted by law, the Company will indemnify and hold harmless the CompanyInvestor, its directorsdirector(s) and shareholder(s) (such director(s) and shareholder(s) to be such persons who are directors and shareholders as at Closing) against any loss, officersdamage, agents and employees, each Person who controls claim or liability (joint or several) to which the Company (within the meaning of Section 15 of Investor may become subject under the Securities Exchange Act and Section 20 of the Exchange Act)1934 (as amended, and the directorsrules and regulations promulgated thereunder) (the “Exchange Act”), officersSecurities Act of 1933 (as amended, agents and the rules and regulations promulgated thereunder) (the “Securities Act”) and/or other federal or employees of such controlling Persons, to the fullest extent permitted by applicable state law, from and against all Lossesinsofar as such loss, as incurreddamage, to the extent arising claim or liability (or any action in respect thereof) arises directly out of or is based solely directly upon: (x) the Investor’s failure to comply with any applicable prospectus delivery requirements of the Securities Act through no fault of the Company or (yi) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statementregistration statement of the Company, any Prospectus, or in any amendment or supplement thereto or in including any preliminary prospectus, prospectus or arising out of final prospectus contained therein or relating to any amendments or supplements thereto; (ii) an omission or alleged omission of to state therein a material fact required to be stated therein therein, or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information furnished in writing by the Investor to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to the Investor’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Investor for use in a Registration Statement, such Prospectus or in any amendment or supplement thereto misleading; or (iii) in any violation or alleged violation by the case Company (or any of an occurrence of an event its agents or Affiliates) of the type specified in Section 3.1(d)(iii)-(viExchange Act, Securities Act and/or any state securities law (“Damages”), and the Company will pay to the extentInvestor and/or other aforementioned person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, but only as such expenses are incurred; provided, however, that the indemnity agreement contained herein shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed), nor shall the Company be liable for any Damages to the extent, related to the use extent that they arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by the Investor of an outdated, defective or otherwise unavailable Prospectus after the Company has notified the Investor in writing that the Prospectus is outdated, defective or otherwise unavailable for use by the Investor and prior to the receipt by the Investor of the Advice contemplated in Section 5.2. In no event shall the liability on behalf of the Investor under this Section 4.2 be greater and/or other aforementioned person expressly for use in amount than connection with such registration. This Clause 19.1 is subject always to the dollar amount of the net proceeds received by the Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation66% Share Repurchase not having been effected.

Investor Indemnity. The Investor shall will, if Registrable Securities ------------------ held by it are included in the securities as to which such registration, qualification or compliance is being effected, indemnify and hold harmless the Company, each of its directors, officers, agents partners and employees, each Person person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Actrules and regulations thereunder, each other Investor (if any), and the each of their officers, directors, officersand partners, agents or employees of and each person controlling such controlling Persons, to the fullest extent permitted by applicable law, from and other Investor against all Lossesclaims, as incurredlosses, to the extent liabilities (or actions in respect thereof) arising out of or based solely upon: (x) the Investor’s failure to comply with any applicable prospectus delivery requirements of the Securities Act through no fault of the Company or (y) on any untrue statement (or alleged untrue statement statement) of a material fact contained in any Registration Statementsuch registration statement, any Prospectusprospectus, offering circular or other document, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission (or alleged omission of omission) to state therein a material fact required to be stated therein or necessary to make the statements statement therein (not misleading, and will reimburse the Company and its directors, officers and partners or control persons for any legal or any other expenses reasonably incurred in the case of connection with investigating and defending any Prospectus such claim, loss, damage, liability or supplement theretoaction, in light of the circumstances under which they were made) not misleading (i) each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is contained made in any such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished in writing by the Investor to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to the Investor’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Investor for use in a Registration Statement, such Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3.1(d)(iii)-(vi), to the extent, but only to the extent, related to the use by the Investor of an outdated, defective or otherwise unavailable Prospectus after the Company has notified the Investor in writing that the Prospectus is outdated, defective or otherwise unavailable for use by the Investor and prior stated to the receipt by the be specifically for use therein, and provided that no Investor shall be liable under this indemnity for an amount in excess of the Advice contemplated in Section 5.2. In no event shall the liability of the Investor under this Section 4.2 be greater in amount than the dollar amount of the net proceeds received by the Investor upon from the sale of the Registrable Securities giving rise pursuant to such indemnification obligationRegistration Statement. In addition to any other information furnished in writing to the Company by the Investor, the information in a Registration Statement concerning the Investor under the captions "Selling Shareholders" (or any similarly captioned section containing the information required pursuant to Item 507 of Regulation S-K promulgated pursuant to the Securities Act) and "Plan of Distribution" (or any similarly captioned section containing information required pursuant to Item 508 of Regulation S-K) shall be deemed information furnished in writing to the Company by the Investor to the extent it conforms to information actually supplied in writing by the Investor. The indemnity agreement contained in this Section 6(b) shall not apply to amounts paid in settlement of any such claims, losses, damages or liabilities if such settlement is effected without the consent of the Investor (which consent shall not be unreasonably withheld).

Investor Indemnity. The Each Investor shall will, severally and not jointly, if Registrable Securities held by it are included in the securities as to which such registration, qualification or compliance is being effected, indemnify and hold harmless the Company, each of its directors, officers, agents and employeespartners, each Person person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Actrules and regulations thereunder, each other Investor (if any), and the directors, each of their officers, agents or employees of directors and partners, and each person controlling such controlling Persons, to the fullest extent permitted by applicable law, from and other Investor(s) against all Lossesclaims, as incurredlosses, to the extent damages and liabilities (or actions in respect thereof) arising out of or based solely upon: (x) the Investor’s failure to comply with any applicable prospectus delivery requirements of the Securities Act through no fault of the Company or (y) on any untrue statement (or alleged untrue statement statement) of a material fact contained in any Registration Statementsuch registration statement, any Prospectusprospectus, offering circular or other document, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission (or alleged omission of omission) to state therein a material fact required to be stated therein or necessary to make the statements a statement therein (in the case of any Prospectus or supplement thereto, not misleading in light of the circumstances under which they were made, and will reimburse the Company and such other Investor(s) not misleading (i) and their directors, officers and partners or control persons for any legal or any other expenses reasonably incurred in connection with investigating and defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is contained made in any such registration statement or prospectus in reliance upon and in conformity with written information furnished in writing by the Investor to the Company expressly for inclusion in by such Registration Statement or such Prospectus or (ii) Investor and stated to the extent, but only to the extent, that such information relates to the Investor’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Investor be specifically for use in a Registration Statementtherein, such Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3.1(d)(iii)-(vi), to the extent, but only to the extent, related to the use by the Investor of an outdated, defective or otherwise unavailable Prospectus after the Company has notified the Investor in writing and provided that the Prospectus is outdated, defective or otherwise unavailable maximum amount for use by the which such Investor and prior to the receipt by the Investor of the Advice contemplated in Section 5.2. In no event shall the liability of the Investor be liable under this Section 4.2 be greater in amount than the dollar amount of indemnity shall not exceed the net proceeds received by the such Investor upon from the sale of the Registrable Securities giving rise pursuant to the registration statement in question. The indemnity agreement contained in this Section 14(a)(ii) shall not apply to amounts paid in settlement of any such indemnification obligationclaims, losses, damages or liabilities if such settlement is effected without the consent of such Investor (which consent shall not be unreasonably withheld).

Investor Indemnity. The Investor shall will, if Registrable Securities held by it are included in the securities as to which such registration, qualification or compliance is being effected, indemnify and hold harmless the Company, each of its directors, officers, agents partners, and employeeseach underwriter, if any, of the Company's securities covered by such a registration statement, each Person person who controls the Company (or such underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange ActAct and the rules and regulations thereunder, each other Investor (if any), and the each of their officers, directors and partners, and each person controlling such other Investor (if any), and each of their officers, directors, officersand partners, agents or employees of and each person controlling such controlling Persons, to the fullest extent permitted by applicable law, from and other Investor against all Lossesclaims, as incurredlosses, to the extent damages and liabilities (or actions in respect thereof) arising out of or based solely upon: (x) the Investor’s failure to comply with any applicable prospectus delivery requirements of the Securities Act through no fault of the Company or (y) on any untrue statement (or alleged untrue statement statement) of a material fact contained in any Registration Statementsuch registration statement (or any amendment thereto), any Prospectusprospectus, offering circular or other document, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission (or alleged omission of omission) to state therein a material fact required to be stated therein or necessary to make the statements statement therein (not misleading, and will reimburse the Company and its directors, officers and partners, or control persons for any legal or any other expenses reasonably incurred in the case of connection with investigating and defending any Prospectus such claim, loss, damage, liability or supplement theretoaction, in light of the circumstances under which they were made) not misleading (i) each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is contained made in any such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished in writing by the Investor to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to the Investor’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Investor for use in a Registration Statement, such Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3.1(d)(iii)-(vi), to the extent, but only to the extent, related to the use by the Investor of an outdated, defective or otherwise unavailable Prospectus after the Company has notified the Investor in writing that the Prospectus is outdated, defective or otherwise unavailable for use by the Investor and prior stated to the receipt by the be specifically for use therein, and provided that no Investor shall be liable under this indemnity for an amount in excess of the Advice contemplated in Section 5.2. In no event shall the liability of the Investor under this Section 4.2 be greater in amount than the dollar amount of the net proceeds received by the Investor upon from the sale of the Registrable Securities giving rise pursuant to such indemnification obligationRegistration Statement. In addition to any other information furnished in writing to the Company by the Warrant Holder, the information in the Registration Statement concerning the Investor under the captions "Selling Shareholders" (or any similarly captioned section containing the information required pursuant to Item 507 of Regulation S-K promulgated pursuant to the Securities Act) and "Plan of Distribution" (or any similarly captioned section containing information required pursuant to Item 508 of Regulation S-K) shall be deemed information furnished in writing to the Company by the Investor to the extent it conforms to information actually supplied in writing by the Investor. The indemnity agreement contained in this Section 6(b) shall not apply to amounts paid in settlement of any such claims, losses, damages or liabilities if such settlement is effected without the written consent of the Investor (which consent shall not be unreasonably withheld).

Investor Indemnity. The Investor shall will, if Registrable Securities held by it are included in the securities as to which such registration, qualification or compliance is being effected, indemnify and hold harmless the Company, each of its directors, officers, agents partners, and employeeseach underwriter, if any, of the Company's securities covered by such a registration statement, each Person person who controls the Company (or such underwriter within the meaning of Section 15 of the Securities Act and 6 7 or Section 20 of the Exchange ActAct and the rules and regulations thereunder, each other Investor (if any), and the each of their officers, directors and partners, and each person controlling such other Investor (if any), and each of their officers, directors, officersand partners, agents or employees of and each person controlling such controlling Persons, to the fullest extent permitted by applicable law, from and other Investor against all Lossesclaims, as incurredlosses, to the extent damages and liabilities (or actions in respect thereof) arising out of or based solely upon: (x) the Investor’s failure to comply with any applicable prospectus delivery requirements of the Securities Act through no fault of the Company or (y) on any untrue statement (or alleged untrue statement statement) of a material fact contained in any Registration Statementsuch registration statement (or any amendment thereto), any Prospectusprospectus, offering circular or other document, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission (or alleged omission of omission) to state therein a material fact required to be stated therein or necessary to make the statements statement therein (not misleading, and will reimburse the Company and its directors, officers and partners, or control persons for any legal or any other expenses reasonably incurred in the case of connection with investigating and defending any Prospectus such claim, loss, damage, liability or supplement theretoaction, in light of the circumstances under which they were made) not misleading (i) each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is contained made in any such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished in writing by the Investor to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to the Investor’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Investor for use in a Registration Statement, such Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3.1(d)(iii)-(vi), to the extent, but only to the extent, related to the use by the Investor of an outdated, defective or otherwise unavailable Prospectus after the Company has notified the Investor in writing that the Prospectus is outdated, defective or otherwise unavailable for use by the Investor and prior stated to the receipt by the be specifically for use therein, and provided that no Investor shall be liable under this indemnity for an amount in excess of the Advice contemplated in Section 5.2. In no event shall the liability of the Investor under this Section 4.2 be greater in amount than the dollar amount of the net proceeds received by the Investor upon from the sale of the Registrable Securities giving rise pursuant to such indemnification obligationRegistration Statement. In addition to any other information furnished in writing to the Company by the warrant holder, the information in the Registration Statement concerning the Investor under the captions "Selling Shareholders" (or any similarly captioned Section containing the information required pursuant to Item 507 of Regulation S-K promulgated pursuant to the Securities Act) and "Plan of Distribution" (or any similarly captioned Section containing information required pursuant to Item 508 of Regulation S-K) shall be deemed information furnished in writing to the Company by the Investor to the extent it conforms to information actually supplied in writing by the Investor. The indemnity agreement contained in this Section 5(b) shall not apply to amounts paid in settlement of any such claims, losses, damages or liabilities if such settlement is effected without the written consent of the Investor (which consent shall not be unreasonably withheld).