Common use of Registration Rights Indemnification Clause in Contracts

Registration Rights Indemnification. (a) Indemnification by the Company. (i) The Company will indemnify and hold harmless, to the fullest extent permitted by law, but without duplication, each Holder of Registrable Securities and each of their respective Affiliates, including any managed or advised accounts and any investment advisor or agent therefor, officers, directors, employees, partners, representatives and agents, and each Person who controls such Holder or such other Persons (within the meaning of the Securities Act) (for purposes of this Section 6.6(a), a "Holder Indemnified Person"), from and against, and will reimburse such Holder Indemnified Person with respect to, any and all claims, actions, demands, losses, damages, liabilities, costs and expenses (including reasonable costs of investigation and reasonable legal fees and expenses) ("Indemnifiable Costs and Expenses") to which such Holder Indemnified Person may become subject under the Securities Act or otherwise and arise out of or are based upon (i) violation of securities laws or (ii) any untrue statement or alleged untrue statement of any material fact contained in, or any omission or alleged omission to state therein a material fact required to be stated in, any such Registration Statement, any Prospectus contained therein or any amendment or supplement thereto or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Company will not be liable in any such case to the extent that any costs or expense covered by the preceding clauses (i) or (ii) arises out of or results from any untrue or alleged untrue statement of any material fact contained in such Registration Statement, any Prospectus contained therein or any amendment or supplement 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, in light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was so made solely in reliance upon and in substantial conformity with written information furnished by such Holder Indemnified Person specifically for use in the preparation of any such Registration Statement, Prospectus or amendment or supplement thereto. (ii) The Company further agrees promptly upon demand by each Holder Indemnified Person to reimburse each Holder Indemnified Person for any Holder Indemnifiable Costs and Expenses as they are incurred by it; provided that if the Company reimburses a Holder Indemnified Person hereunder for any expenses incurred in connection with a lawsuit, claim, inquiry or other proceeding or investigation for which indemnification is sought, such Holder Indemnified Person agrees to refund such reimbursement of Holder Indemnifiable Costs and Expenses to the extent it is finally judicially determined that the indemnity provided for in this Section 6.6(a) is not applicable to, or the Company is not otherwise obligated to pay, such Holder Indemnified Person in accordance with the terms hereof or otherwise. The indemnity, contribution and expense reimbursement obligation of the Company under this Section 6.6(a) shall be in addition to any liability it may otherwise have. (iii) The obligations of the Company hereunder shall survive the Closing and the termination of any Registration Statement under which any Registrable Securities were registered the termination of this Agreement and shall not be extinguished with respect to any Person because any other Person is not entitled to indemnity or contribution hereunder.

Registration Rights Indemnification. (a) Indemnification Each Holder, each Affiliate of a Holder, any Person who is or might be deemed to be a controlling Person of the Company or any of its Subsidiaries within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, their respective direct and indirect general and limited partners, advisory board members, directors, officers, trustees, managers, members, Affiliates, shareholders and other Excluded Persons, and each other Person, if any, who controls any such Holder or any such controlling person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being referred to in this Agreement as an “Covered Person”) shall be indemnified and held harmless by the Company (but only to the extent of the Company. (i) The Company will indemnify and hold harmless’s assets), to the fullest extent permitted by law, but without duplication, each Holder of Registrable Securities and each of their respective Affiliates, including any managed or advised accounts and any investment advisor or agent therefor, officers, directors, employees, partners, representatives and agents, and each Person who controls such Holder or such other Persons (within the meaning of the Securities Act) (for purposes of this Section 6.6(a), a "Holder Indemnified Person")under Applicable Law, from and against, and will reimburse such Holder Indemnified Person with respect to, against any and all claimsloss, actionsliability, demands, losses, damages, liabilities, costs and expenses expense (including reasonable taxes; penalties; judgments; fines; amounts paid or to be paid in settlement; costs of investigation and reasonable legal fees preparations; and fees, expenses, and disbursements of attorneys, whether or not the dispute or proceeding involves the Company or any Shareholder) ("Indemnifiable Costs and Expenses") reasonably incurred or suffered by any such Covered Person or to which any such Holder Indemnified Covered Person may become subject under the Securities Act or otherwise and arise otherwise, insofar as such loss, liability, or expense (or actions or proceedings, whether commenced or threatened, in respect of any such loss, liability, or expense) arises out of or are is based upon (i) violation of securities laws or (ii) any untrue statement or alleged untrue statement of any material fact contained in, or any omission or alleged omission to state therein a material fact required to be stated in, any such Registration Statement, any Prospectus contained therein or any amendment or supplement thereto or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Company will not be liable in any such case to the extent that any costs or expense covered by the preceding clauses (i) or (ii) arises out of or results from any untrue or alleged untrue statement of any material fact contained or incorporated by reference in such any Registration Statement, any Prospectus contained therein prospectus, preliminary prospectus, or Free Writing Prospectus, or any amendment thereof or supplement thereto or any document incorporated by reference therein, or any other such disclosure document (including reports and other documents filed under the Exchange Act and any document incorporated by reference in such reports and/or documents) or other document or report; (ii) any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (iii) any violation by the Company of any rule or regulation promulgated under the Securities Act or any state securities laws applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, and the Company will pay and reimburse such Covered Persons for any legal or any other expenses actually and reasonably incurred by them in connection with investigating, defending, or settling any such loss, claim, liability, action, or proceeding, provided that the Company shall not be liable in any such case to the extent that any such loss, liability (or action or proceeding in respect thereof), or expense arises out of or is based upon an untrue statement or alleged untrue statement, or omission or alleged omission, made or incorporated by reference in such Registration Statement, any such prospectus, preliminary prospectus, or Free Writing Prospectus, or any amendment or supplement thereto, or any document incorporated by reference therein, or any other such disclosure document (including reports and other documents filed under the Exchange Act and any document incorporated by reference in light such reports or documents) or other document or report, or in any application in reliance upon, and in conformity with, written information prepared and furnished to the Company by such Covered Person expressly for use therein. In connection with an underwritten offering, the Company, if requested, will indemnify such underwriters, their officers and directors, and each Person who controls such underwriters (within the meaning of the circumstances Securities Act) to the same extent as provided above with respect to the indemnification of the Covered Persons. (b) In connection with any Registration Statement in which they were madea Holder is participating, each such Holder will furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or prospectus, and will indemnify and hold harmless the Company, its directors and officers, each underwriter and any Person who is or might be deemed to be a controlling person of the Company or any of its Subsidiaries within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each such underwriter against any losses, claims, damages, liabilities, joint or several, to which the Company or any such director or officer, any such underwriter, or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue or alleged untrue statement of material fact contained in the Registration Statement, prospectus, preliminary prospectus, or Free Writing Prospectus, or any amendment thereof or supplement thereto or in any application or (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each any such case to the extent, but only to the extent, extent that such untrue statement or alleged untrue statement omission is made in such Registration Statement, any such prospectus, preliminary prospectus, Free Writing Prospectus, or omission any amendment or alleged omission was so made solely supplement thereto, or in any application, in reliance upon and in substantial conformity with written information prepared and furnished to the Company by such Holder Indemnified Person specifically expressly for use therein, and such Holder will reimburse the Company and each such director, officer, underwriter, and controlling Person for any legal or any other expenses actually and reasonably incurred by them in the preparation of connection with investigating, defending, or settling any such loss, claim, liability, action, or proceeding, provided that the obligation to indemnify and hold harmless will be individual and several to each Holder and will be limited to the net amount of proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration StatementStatement and provided, Prospectus further, that the Holders shall not be obligated to indemnify or amendment hold harmless the Company, any such director or supplement theretoofficer, any such underwriter, or any such controlling person against any such losses, claims, damages, or liabilities that constitute consequential, exemplary, punitive, incidental, indirect, or special damages, including damages for loss of profits, loss of use or revenue, or losses by reason of cost of capital. (c) Any Person entitled to indemnification hereunder will (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) The Company further agrees promptly upon demand by each Holder Indemnified Person unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to reimburse each Holder Indemnified Person for any Holder Indemnifiable Costs and Expenses as they are incurred by it; provided that if the Company reimburses a Holder Indemnified Person hereunder for any expenses incurred in connection with a lawsuit, such claim, inquiry or other proceeding or investigation for which indemnification is sought, permit such Holder Indemnified Person agrees indemnifying party to refund assume the defense of such reimbursement of Holder Indemnifiable Costs and Expenses claim with counsel reasonably satisfactory to the extent it indemnified party. If such defense is finally judicially determined that assumed, the indemnity indemnifying party will not, without the indemnified party’s prior consent, settle or compromise any action or claim or consent to the entry of any judgment unless such settlement or compromise includes as an unconditional term thereof the release of the indemnified party from all liability, which release shall be reasonably satisfactory to the indemnified party. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. (d) The indemnification provided for in this Section 6.6(a) is not applicable to, 1.5 will remain in full force and effect regardless of any investigation made by or the Company is not otherwise obligated to pay, such Holder Indemnified Person in accordance with the terms hereof or otherwise. The indemnity, contribution and expense reimbursement obligation on behalf of the Company under this Section 6.6(a) shall be in addition indemnified party or any officer, director or controlling Person of such indemnified party and will survive the registration and sale of any securities by any Person entitled to any liability it may otherwise haveindemnification hereunder and the expiration or termination of this Agreement. (iiie) The obligations If the indemnification provided for in this Section 1.5 is held by a court of the Company hereunder shall survive the Closing and the termination of any Registration Statement under which any Registrable Securities were registered the termination of this Agreement and shall not competent jurisdiction to be extinguished unavailable to an indemnified party with respect to any Person because loss, liability, claim, damage, or expense referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party thereunder, will contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage, or expense 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 hand in connection with the statements or omissions which resulted in such loss, liability, claim, damage, or expense as well as any other relevant equitable considerations. The relevant fault of the indemnifying party and the indemnified party will 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 indemnifying party or by the indemnified party and the relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission of the indemnifying party and the indemnified party. Notwithstanding the foregoing, the amount any Holder will be obligated to contribute pursuant to this Section 1.5(e) will be limited to an amount equal to the net proceeds to such Holder of the Registrable Securities sold pursuant to the Registration Statement which gives rise to such obligation to contribute (less the aggregate amount of any damages which the Holder has otherwise been required to pay in respect of such loss, claim, damage, liability, or action or any substantially similar loss, claim, damage, liability, or action arising from the sale of such Registrable Securities). No Person is not guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to indemnity or contribution hereunderfrom any Person who was not guilty of such fraudulent misrepresentation.

Registration Rights Indemnification. (a) Indemnification by the Company. (i) The Company will agrees to indemnify and hold harmlessharmless the Buyers and their respective affiliates, partners, members, officers, directors, agents and representatives, and each person, if any, who controls a Buyer within the meaning of Section 15 of the Securities Act or Section 20 the 1934 Act (each, a “Purchaser Party” and collectively the “Purchaser Parties”), to the fullest extent permitted by applicable law, but without duplication, each Holder of Registrable Securities and each of their respective Affiliates, including any managed or advised accounts and any investment advisor or agent therefor, officers, directors, employees, partners, representatives and agents, and each Person who controls such Holder or such other Persons (within the meaning of the Securities Act) (for purposes of this Section 6.6(a), a "Holder Indemnified Person"), from and againstagainst any losses, and will reimburse such Holder Indemnified Person with respect to, any and all claims, actionsdamages or liabilities (collectively, demands, losses, damages, liabilities, costs and expenses (including reasonable costs of investigation and reasonable legal fees and expenses) ("Indemnifiable Costs and Expenses"“Losses”) to which such Holder Indemnified Person they may become subject (under the Securities Act or otherwise and otherwise) insofar as such Losses (or actions or proceedings in respect thereof) arise out of of, or are based upon (i) violation of securities laws or (ii) upon, any untrue statement or alleged untrue statement of any material fact contained in, or any omission or alleged omission to state therein a material fact required to be stated in, any such Registration Statement, any Prospectus contained therein or any amendment or supplement thereto or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Company will not be liable in any such case to the extent that any costs or expense covered by the preceding clauses (i) or (ii) arises out of or results from any untrue or alleged untrue statement of any material fact contained in such a Resale Registration Statement, any Prospectus contained therein or any amendment or supplement thereto Statement or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in under which they were made, not misleadingmisleading or arise out of any failure by the Company to fulfill any undertaking included in a Resale Registration Statement and the Company will, as incurred, reimburse the Purchaser Parties for any legal or other expenses reasonably incurred in each investigating, defending or preparing to defend any such action, proceeding or claim; provided, however, that the Company shall not be liable in any such case to the extentextent that such Loss arises out of, but only or is based upon an untrue statement or omission or alleged untrue statement or omission made in a Resale Registration Statement in reliance upon and in conformity with written information furnished to the extentCompany by or on behalf of the Buyers specifically for use in preparation of a Resale Registration Statement; provided further, however, that the Company shall not be liable to any Purchaser Party (or any partner, member, officer, director or controlling person of a Buyer) to the extent that any such Loss is caused by an untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus if either (i) (A) the Buyers failed to send or deliver a copy of the final prospectus with or prior to, or the Buyers failed to confirm that a final prospectus was deemed to be delivered prior to (in accordance with Rule 172 of the Securities Act), the delivery of written confirmation of the sale by the Buyers to the person asserting the claim from which such Loss resulted and (B) the final prospectus corrected such untrue statement or omission, or (ii) (X) such untrue statement or omission is corrected in an amendment or supplement to the prospectus and (Y) having previously been furnished by or on behalf of the Company with copies of the prospectus as so amended or supplemented or notified by the Company that such amended or supplemented prospectus has been filed with the SEC, in accordance with Rule 172 of the Securities Act, the Buyers thereafter fails to deliver such prospectus as so amended or supplemented, with or prior to or the Buyers fails to confirm that the prospectus as so amended or supplemented was deemed to be delivered prior to (in accordance with Rule 172 of the Securities Act), the delivery of written confirmation of the sale by the Buyers to the person asserting the claim from which such Loss resulted. (ii) The Buyers agree to indemnify and hold harmless the Company and its officers, directors, affiliates, agents and representatives and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the 1934 Act (each a “Company Party” and collectively the “Company Parties”), to the fullest extent permitted by applicable law, from and against any Losses to which the Company Parties may become subject (under the Securities Act or otherwise), insofar as such Losses (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in a Resale Registration Statement (or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading in each case, on the effective date thereof), if, and only to the extent, such untrue statement or omission or alleged untrue statement or omission was so made solely in reliance upon and in substantial conformity with written information furnished by such Holder Indemnified Person or on behalf of the Buyers specifically for use in the preparation of any such a Resale Registration Statement, Prospectus and the Buyers will, as incurred, reimburse each Company Party for any legal or amendment other expenses reasonably incurred in investigating, defending or supplement theretopreparing to defend any such action, proceeding or claim; provided, however, that in no event shall any indemnity under this Section 4(y) be greater in amount than the dollar amount of the net proceeds received by the Buyers upon their sale of the Registrable Shares included in the Resale Registration Statement giving rise to such indemnification obligation. (iiiii) The Company further agrees promptly upon demand Promptly after receipt by each Holder Indemnified Person any indemnified person of a notice of a claim or the beginning of any action in respect of which indemnity is to reimburse each Holder Indemnified Person be sought against an indemnifying person pursuant to this Section 4(y), such indemnified person shall notify the indemnifying person in writing of such claim or of the commencement of such action, and, subject to the provisions hereinafter stated, in case any such action shall be brought against an indemnified person and such indemnifying person shall have been notified thereof, such indemnifying person shall be entitled to participate therein, and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified person. After notice from the indemnifying person to such indemnified person of its election to assume the defense thereof, such indemnifying person shall not be liable to such indemnified person for any Holder Indemnifiable Costs and Expenses as they are legal expenses subsequently incurred by it; provided that if the Company reimburses a Holder Indemnified Person hereunder for any expenses incurred such indemnified person in connection with the defense thereof; provided, however, that if there exists or shall exist a lawsuitconflict of interest that would make it inappropriate in the reasonable judgment of the indemnified person for the same counsel to represent both the indemnified person and such indemnifying person or any affiliate or associate thereof, claimthe indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying person; provided, inquiry further, that no indemnifying person shall be responsible for the fees and expense of more than one separate counsel for all indemnified parties. The indemnifying party shall not settle an action without the consent of the indemnified party, which consent shall not be unreasonably withheld. (iv) If after proper notice of a claim or other proceeding or investigation the commencement of any action against the indemnified party, the indemnifying party does not choose to participate, then the indemnified party shall assume the defense thereof and upon written notice by the indemnified party requesting advance payment of a stated amount for which indemnification is soughtits reasonable defense costs and expenses, the indemnifying party shall advance payment for such Holder Indemnified Person agrees to refund such reimbursement of Holder Indemnifiable Costs reasonable defense costs and Expenses expenses (the “Advance Indemnification Payment”) to the extent it is finally judicially determined indemnified party. In the event that the indemnity indemnified party’s actual defense costs and expenses exceed the amount of the Advance Indemnification Payment, then upon written request by the indemnified party, the indemnifying party shall reimburse the indemnified party for such difference; in the event that the Advance Indemnification Payment exceeds the indemnified party’s actual costs and expenses, the indemnified party shall promptly remit payment of such difference to the indemnifying party. (v) If the indemnification provided for in this Section 6.6(a4(y) is not applicable to, or the Company is not otherwise obligated held by a court of competent jurisdiction to pay, such Holder Indemnified Person in accordance with the terms hereof or otherwise. The indemnity, contribution and expense reimbursement obligation of the Company under this Section 6.6(a) shall be in addition unavailable to any liability it may otherwise have. (iii) The obligations of the Company hereunder shall survive the Closing and the termination of any Registration Statement under which any Registrable Securities were registered the termination of this Agreement and shall not be extinguished an indemnified party with respect to any Person because losses, claims, damages or liabilities referred to herein, the indemnifying party, in lieu of indemnifying such indemnified party thereunder, shall 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, as well as any other Person is not entitled to indemnity or relevant equitable considerations; provided, that in no event shall any contribution hereunderby an indemnifying party hereunder be greater in amount than the dollar amount of the proceeds received by such indemnifying party upon the sale of such Registrable Shares.

Registration Rights Indemnification. (a) Indemnification by the Company. (i) The Company will agrees to indemnify and hold harmlessharmless the Holders and their respective affiliates, partners, members, officers, directors, agents and representatives, and each person, if any, who controls a Holder within the meaning of Section 15 of the Securities Act or Section 20 the 1934 Act (each, a “Purchaser Party” and collectively the “Purchaser Parties”), to the fullest extent permitted by applicable law, but without duplication, each Holder of Registrable Securities and each of their respective Affiliates, including any managed or advised accounts and any investment advisor or agent therefor, officers, directors, employees, partners, representatives and agents, and each Person who controls such Holder or such other Persons (within the meaning of the Securities Act) (for purposes of this Section 6.6(a), a "Holder Indemnified Person"), from and againstagainst any losses, and will reimburse such Holder Indemnified Person with respect to, any and all claims, actionsdamages or liabilities (collectively, demands, losses, damages, liabilities, costs and expenses (including reasonable costs of investigation and reasonable legal fees and expenses) ("Indemnifiable Costs and Expenses"“Losses”) to which such Holder Indemnified Person they may become subject (under the Securities Act or otherwise and otherwise) insofar as such Losses (or actions or proceedings in respect thereof) arise out of of, or are based upon (i) violation of securities laws or (ii) upon, any untrue statement or alleged untrue statement of any material fact contained in, or any omission or alleged omission to state therein a material fact required to be stated in, any such Registration Statement, any Prospectus contained therein or any amendment or supplement thereto or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Company will not be liable in any such case to the extent that any costs or expense covered by the preceding clauses (i) or (ii) arises out of or results from any untrue or alleged untrue statement of any material fact contained in such the Resale Registration Statement, any Prospectus contained therein or any amendment or supplement thereto Statement or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in under which they were made, not misleadingmisleading or arise out of any failure by the Company to fulfill any undertaking included in the Resale Registration Statement and the Company will, as incurred, reimburse the Purchaser Parties for any legal or other expenses reasonably incurred in each investigating, defending or preparing to defend any such action, proceeding or claim; provided, however, that the Company shall not be liable in any such case to the extentextent that such Loss arises out of, but only or is based upon an untrue statement or omission or alleged untrue statement or omission made in the Resale Registration Statement in reliance upon and in conformity with written information furnished to the extentCompany by or on behalf of the Holders specifically for use in preparation of the Resale Registration Statement; provided further, however, that the Company shall not be liable to any Purchaser Party (or any partner, member, officer, director or controlling person of a Holder) to the extent that any such Loss is caused by an untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus if either (i) (A) the Holders failed to send or deliver a copy of the final prospectus with or prior to, or the Holders failed to confirm that a final prospectus was deemed to be delivered prior to (in accordance with Rule 172 of the Securities Act), the delivery of written confirmation of the sale by the Holders to the person asserting the claim from which such Loss resulted and (B) the final prospectus corrected such untrue statement or omission, or (ii) (X) such untrue statement or omission is corrected in an amendment or supplement to the prospectus and (Y) having previously been furnished by or on behalf of the Company with copies of the prospectus as so amended or supplemented or notified by the Company that such amended or supplemented prospectus has been filed with the SEC, in accordance with Rule 172 of the Securities Act, the Holders thereafter fails to deliver such prospectus as so amended or supplemented, with or prior to or the Holders fails to confirm that the prospectus as so amended or supplemented was deemed to be delivered prior to (in accordance with Rule 172 of the Securities Act), the delivery of written confirmation of the sale by the Holders to the person asserting the claim from which such Loss resulted. (ii) The Holders agree to indemnify and hold harmless the Company and its officers, directors, affiliates, agents and representatives and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the 1934 Act (each a “Company Party” and collectively the “Company Parties”), to the fullest extent permitted by applicable law, from and against any Losses to which the Company Parties may become subject (under the Securities Act or otherwise), insofar as such Losses (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Resale Registration Statement (or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading in each case, on the effective date thereof), if, and only to the extent, such untrue statement or omission or alleged untrue statement or omission was so made solely in reliance upon and in substantial conformity with written information furnished by such Holder Indemnified Person or on behalf of the Holders specifically for use in the preparation of any such the Resale Registration Statement, Prospectus and the Holders will, as incurred, reimburse each Company Party for any legal or amendment other expenses reasonably incurred in investigating, defending or supplement theretopreparing to defend any such action, proceeding or claim; provided, however, that in no event shall any indemnity under this Section 4(w) be greater in amount than the dollar amount of the net proceeds received by the Holders upon their sale of the Registrable Shares included in the Resale Registration Statement giving rise to such indemnification obligation. (iiiii) The Company further agrees promptly upon demand Promptly after receipt by each Holder Indemnified Person any indemnified person of a notice of a claim or the beginning of any action in respect of which indemnity is to reimburse each Holder Indemnified Person be sought against an indemnifying person pursuant to this Section 4(w), such indemnified person shall notify the indemnifying person in writing of such claim or of the commencement of such action, and, subject to the provisions hereinafter stated, in case any such action shall be brought against an indemnified person and such indemnifying person shall have been notified thereof, such indemnifying person shall be entitled to participate therein, and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified person. After notice from the indemnifying person to such indemnified person of its election to assume the defense thereof, such indemnifying person shall not be liable to such indemnified person for any Holder Indemnifiable Costs and Expenses as they are legal expenses subsequently incurred by it; provided that if the Company reimburses a Holder Indemnified Person hereunder for any expenses incurred such indemnified person in connection with the defense thereof; provided, however, that if there exists or shall exist a lawsuitconflict of interest that would make it inappropriate in the reasonable judgment of the indemnified person for the same counsel to represent both the indemnified person and such indemnifying person or any affiliate or associate thereof, claimthe indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying person; provided, inquiry further, that no indemnifying person shall be responsible for the fees and expense of more than one separate counsel for all indemnified parties. The indemnifying party shall not settle an action without the consent of the indemnified party, which consent shall not be unreasonably withheld. (iv) If after proper notice of a claim or other proceeding or investigation the commencement of any action against the indemnified party, the indemnifying party does not choose to participate, then the indemnified party shall assume the defense thereof and upon written notice by the indemnified party requesting advance payment of a stated amount for which indemnification is soughtits reasonable defense costs and expenses, the indemnifying party shall advance payment for such Holder Indemnified Person agrees to refund such reimbursement of Holder Indemnifiable Costs reasonable defense costs and Expenses expenses (the “Advance Indemnification Payment”) to the extent it is finally judicially determined indemnified party. In the event that the indemnity indemnified party’s actual defense costs and expenses exceed the amount of the Advance Indemnification Payment, then upon written request by the indemnified party, the indemnifying party shall reimburse the indemnified party for such difference; in the event that the Advance Indemnification Payment exceeds the indemnified party’s actual costs and expenses, the indemnified party shall promptly remit payment of such difference to the indemnifying party. (v) If the indemnification provided for in this Section 6.6(a4(w) is not applicable to, or the Company is not otherwise obligated held by a court of competent jurisdiction to pay, such Holder Indemnified Person in accordance with the terms hereof or otherwise. The indemnity, contribution and expense reimbursement obligation of the Company under this Section 6.6(a) shall be in addition unavailable to any liability it may otherwise have. (iii) The obligations of the Company hereunder shall survive the Closing and the termination of any Registration Statement under which any Registrable Securities were registered the termination of this Agreement and shall not be extinguished an indemnified party with respect to any Person because losses, claims, damages or liabilities referred to herein, the indemnifying party, in lieu of indemnifying such indemnified party thereunder, shall 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, as well as any other Person is not entitled to indemnity or relevant equitable considerations; provided, that in no event shall any contribution hereunderby an indemnifying party hereunder be greater in amount than the dollar amount of the proceeds received by such indemnifying party upon the sale of such Registrable Shares.

Registration Rights Indemnification. (a) Indemnification by To the Company. (i) The Company will indemnify and hold harmless, to the fullest extent permitted by law, but without duplicationthe Company will indemnify BellSouth, each Holder of Registrable Securities and each of their respective Affiliates, including any managed or advised accounts and any investment advisor or agent therefor, its officers, directors, employees, partners, representatives partners and agents, any underwriter (as defined in the Securities Act) for BellSouth and each Person person, if any, who controls such Holder BellSouth or such other Persons (underwriter within the meaning of the Securities Act) (for purposes of this Section 6.6(a), a "Holder Indemnified Person"), from and against, and will reimburse such Holder Indemnified Person with respect to, any and all claims, actions, demands, losses, damages, liabilities, costs and expenses (including reasonable costs of investigation and reasonable legal fees and expenses) ("Indemnifiable Costs and Expenses") to which such Holder Indemnified Person may become subject under the Securities Act or otherwise and arise the Exchange Act against all "Damages" (as defined in Section 7.5) incurred by such party arising out of or are based upon (i) violation of securities laws or (ii) any untrue statement (or alleged untrue statement statement) of any a material fact contained in, or any omission or alleged omission to state therein a material fact required to be stated in, any such in the Registration Statement, any Prospectus contained therein prospectus or any form of prospectus or in any amendment or supplement thereto or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Company will not be liable in any such case to the extent that any costs preliminary prospectus, or expense covered by the preceding clauses (i) or (ii) arises arising out of or results from any untrue or alleged untrue statement of any material fact contained in such Registration Statement, any Prospectus contained therein or any amendment or supplement thereto or relating to any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, in each case except to the extent, but only to the extent, that (1) such untrue statements or omissions are based upon information furnished in writing to the Company by BellSouth or such underwriter or controlling person expressly for use therein or (2) BellSouth or such underwriter or controlling person's failed to deliver a copy of the Registration Statement or prospectus or any amendments or supplements thereto after the Company furnished such person with a sufficient number of copies of the same. The indemnity agreement contained in this Section 6.8(a) shall not apply to amounts paid in settlement of any claim for indemnity hereunder if such settlement is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld). (b) To the extent permitted by law, BellSouth will indemnify the Company, each of its officers, directors, partners and agents, any underwriter (as defined in the Securities Act) for the Company and each person, if any, who controls the Company or such underwriter within the meaning of the Securities Act or the Exchange Act against all Damages incurred by such party arising out of or based upon any untrue statement (or alleged untrue statement statement) of a material fact contained in the Registration Statement, any prospectus or any form of 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 was so made solely in reliance of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent, that (1) such untrue statements or omissions are based upon and in substantial conformity with written information furnished in writing by BellSouth or such Holder Indemnified Person specifically underwriter or controlling person expressly for use in therein or (2) BellSouth or such underwriter on controlling person failed to deliver a copy of the preparation of Registration Statement or prospectus or any such Registration Statement, Prospectus amendments or amendment or supplement thereto. (ii) The Company further agrees promptly upon demand by each Holder Indemnified Person to reimburse each Holder Indemnified Person for any Holder Indemnifiable Costs and Expenses as they are incurred by it; provided that if supplements thereto after the Company reimburses a Holder Indemnified Person hereunder for any expenses incurred in connection furnished such person with a lawsuit, claim, inquiry or other proceeding or investigation for which indemnification is sought, such Holder Indemnified Person agrees to refund such reimbursement sufficient number of Holder Indemnifiable Costs and Expenses to copies of the extent it is finally judicially determined that the indemnity provided for in this Section 6.6(a) is not applicable to, or the Company is not otherwise obligated to pay, such Holder Indemnified Person in accordance with the terms hereof or otherwisesame. The indemnity, contribution and expense reimbursement obligation of the Company under this Section 6.6(a) shall be indemnity agreement contained in addition to any liability it may otherwise have. (iii) The obligations of the Company hereunder shall survive the Closing and the termination of any Registration Statement under which any Registrable Securities were registered the termination of this Agreement and shall not be extinguished with respect to any Person because any other Person is not entitled to indemnity or contribution hereunder.this

Registration Rights Indemnification. (a) Indemnification by To the Company. (i) The Company will indemnify and hold harmless, to the fullest extent permitted by law, but without duplication, the Company shall indemnify each Holder of Registrable Securities and each Person controlling, or alleged to control, such Holder within the meaning of their respective AffiliatesSection 15 of the Securities Act, including any managed or advised accounts and any investment advisor or agent therefor, each Holder’s officers, directors, employees, partners, representatives employees and agents, successors and each Person who controls such Holder or such other Persons (within the meaning of the Securities Act) (for purposes of this Section 6.6(a)assigns, a "Holder Indemnified Person"), from and against, and will reimburse such Holder Indemnified Person with respect toto which any registration that has been effected pursuant to this Agreement, any and against all claims, actions, demands, losses, damagesdamages and liabilities (or action in respect thereof), liabilitiesincluding any of the foregoing incurred in settlement of any litigation, costs and expenses commenced or threatened (including reasonable costs of investigation and reasonable legal fees and expensessubject to Section 12.6(c) ("Indemnifiable Costs and Expenses") to which such Holder Indemnified Person may become subject under the Securities Act or otherwise and arise below), arising out of or are based upon (i) violation of securities laws or (ii) on any untrue statement (or alleged untrue statement statement) of any a material fact contained in, or in any omission or alleged omission to state therein a material fact required to be stated in, any such Registration Statement, any Prospectus contained therein or prospectus, any amendment or supplement thereto thereof, or necessary other document incident to make the statements contained therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Company will not be liable in any such case to the extent that registration, qualification or compliance or based on any costs or expense covered by the preceding clauses omission (i) or (ii) arises out of or results from any untrue or alleged untrue statement of any material fact contained in such Registration Statement, any Prospectus contained therein or any amendment or supplement thereto or any omission or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements thereintherein not misleading, in light of the circumstances in which they were made, or any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each Holder and each Person controlling, or alleged to control, such Holder and each Holder’s officers, directors, employees and agents, successors and assigns, for reasonable legal and other out-of-pocket expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action as incurred; provided that the Company will not be liable in any such case to the extent that any untrue statement or omission or allegation thereof is made in reliance upon and in conformity with written information furnished to the Company by or on behalf of and relating to such Holder for use in preparation of any Registration Statement, prospectus, amendment or supplement. (b) Each Holder will severally, and not jointly, indemnify the Company, each of its directors, officers, employees, agents, and each Person who controls the Company within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened (subject to Section 12.6(c) below), arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement, prospectus, or any amendment or supplement thereof, incident to any such registration, or based on 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, in light of the circumstances in which they were made, and will reimburse the Company, such directors officers, employees and agents and each Person controlling the Company for reasonable legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action as incurred, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was so allegation thereof is made solely in reliance upon and in substantial conformity with written information furnished to the Company by such or on behalf of and relating to the Holder Indemnified Person specifically for use in the preparation of any such Registration Statement, Prospectus or prospectus, amendment or supplement thereto. (ii) The Company further agrees promptly upon demand by each Holder Indemnified Person to reimburse each Holder Indemnified Person for any Holder Indemnifiable Costs and Expenses as they are incurred by it; provided that if the Company reimburses a Holder Indemnified Person hereunder for any expenses incurred in connection with a lawsuit, claim, inquiry or other proceeding or investigation for which indemnification is sought, such Holder Indemnified Person agrees to refund such reimbursement of Holder Indemnifiable Costs and Expenses to the extent it is finally judicially determined that the indemnity provided for in this Section 6.6(a) is not applicable to, or the Company is not otherwise obligated to pay, such Holder Indemnified Person in accordance with the terms hereof or otherwise. The indemnity, contribution and expense reimbursement obligation of the Company under this Section 6.6(a) shall be in addition to any liability it may otherwise have. (iii) The obligations of the Company hereunder shall survive the Closing and the termination of any Registration Statement under which any Registrable Securities were registered the termination of this Agreement and shall not be extinguished with respect to any Person because any other Person is not entitled to indemnity or contribution hereunder.or

Registration Rights Indemnification. (a) Indemnification by the Company. (i) The Company will agrees to indemnify and hold harmlessharmless the Buyers and their respective affiliates, partners, members, officers, directors, agents and representatives, and each person, if any, who controls a Buyer within the meaning of Section 15 of the Securities1933 Act or Section 20 the 1934 Act (each, a “Purchaser Party” and collectively the “Purchaser Parties”), to the fullest extent permitted by applicable law, but without duplication, each Holder of Registrable Securities and each of their respective Affiliates, including any managed or advised accounts and any investment advisor or agent therefor, officers, directors, employees, partners, representatives and agents, and each Person who controls such Holder or such other Persons (within the meaning of the Securities Act) (for purposes of this Section 6.6(a), a "Holder Indemnified Person"), from and againstagainst any losses, and will reimburse such Holder Indemnified Person with respect to, any and all claims, actionsdamages or liabilities (collectively, demands, losses, damages, liabilities, costs and expenses (including reasonable costs of investigation and reasonable legal fees and expenses) ("Indemnifiable Costs and Expenses"“Losses”) to which such Holder Indemnified Person they may become subject (under the Securities Securities1933 Act or otherwise and otherwise) insofar as such Losses (or actions or proceedings in respect thereof) arise out of of, or are based upon (i) violation of securities laws or (ii) upon, any untrue statement or alleged untrue statement of any material fact contained in, or any omission or alleged omission to state therein a material fact required to be stated in, any such Registration Statement, any Prospectus contained therein or any amendment or supplement thereto or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Company will not be liable in any such case to the extent that any costs or expense covered by the preceding clauses (i) or (ii) arises out of or results from any untrue or alleged untrue statement of any material fact contained in such a Resale Registration Statement, any Prospectus contained therein or any amendment or supplement thereto Statement or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in under which they were made, not misleadingmisleading or arise out of any failure by the Company to fulfill any undertaking included in a Resale Registration Statement and the Company will, as incurred, reimburse the Purchaser Parties for any legal or other expenses reasonably incurred in each investigating, defending or preparing to defend any such action, proceeding or claim; provided, however, that the Company shall not be liable in any such case to the extentextent that such Loss arises out of, but only or is based upon an untrue statement or omission or alleged untrue statement or omission made in a Resale Registration Statement in reliance upon and in conformity with written information furnished to the extentCompany by or on behalf of the Buyers specifically for use in preparation of a Resale Registration Statement; provided further, however, that the Company shall not be liable to any Purchaser Party (or any partner, member, officer, director or controlling person of a Buyer) to the extent that any such Loss is caused by an untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus if either (i) (A) the Buyers failed to send or deliver a copy of the final prospectus with or prior to, or the Buyers failed to confirm that a final prospectus was deemed to be delivered prior to (in accordance with Rule 172 of the Securities1933 Act), the delivery of written confirmation of the sale by the Buyers to the person asserting the claim from which such Loss resulted and (B) the final prospectus corrected such untrue statement or omission, or (ii) (X) such untrue statement or omission is corrected in an amendment or supplement to the prospectus and (Y) having previously been furnished by or on behalf of the Company with copies of the prospectus as so amended or supplemented or notified by the Company that such amended or supplemented prospectus has been filed with the SEC, in accordance with Rule 172 of the Securities1933 Act, the Buyers thereafter fails to deliver such prospectus as so amended or supplemented, with or prior to or the Buyers fails to confirm that the prospectus as so amended or supplemented was deemed to be delivered prior to (in accordance with Rule 172 of the Securities1933 Act), the delivery of written confirmation of the sale by the Buyers to the person asserting the claim from which such Loss resulted. (ii) The Buyers agree to indemnify and hold harmless the Company and its officers, directors, affiliates, agents and representatives and each person, if any, who controls the Company within the meaning of Section 15 of the Securities1933 Act or Section 20 of the 1934 Act (each a “Company Party” and collectively the “Company Parties”), to the fullest extent permitted by applicable law, from and against any Losses to which the Company Parties may become subject (under the Securities1933 Act or otherwise), insofar as such Losses (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in a Resale Registration Statement (or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading in each case, on the effective date thereof), if, and only to the extent, such untrue statement or omission or alleged untrue statement or omission was so made solely in reliance upon and in substantial conformity with written information furnished by such Holder Indemnified Person or on behalf of the Buyers specifically for use in the preparation of any such a Resale Registration Statement, Prospectus and the Buyers will, as incurred, reimburse each Company Party for any legal or amendment other expenses reasonably incurred in investigating, defending or supplement theretopreparing to defend any such action, proceeding or claim; provided, however, that in no event shall any indemnity under this Section 4(y) be greater in amount than the dollar amount of the net proceeds received by the Buyers upon their sale of the Registrable Shares included in the Resale Registration Statement giving rise to such indemnification obligation. (iiiii) The Company further agrees promptly upon demand Promptly after receipt by each Holder Indemnified Person any indemnified person of a notice of a claim or the beginning of any action in respect of which indemnity is to reimburse each Holder Indemnified Person be sought against an indemnifying person pursuant to this Section 4(ccy), such indemnified person shall notify the indemnifying person in writing of such claim or of the commencement of such action, and, subject to the provisions hereinafter stated, in case any such action shall be brought against an indemnified person and such indemnifying person shall have been notified thereof, such indemnifying person shall be entitled to participate therein, and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified person. After notice from the indemnifying person to such indemnified person of its election to assume the defense thereof, such indemnifying person shall not be liable to such indemnified person for any Holder Indemnifiable Costs and Expenses as they are legal expenses subsequently incurred by it; provided that if the Company reimburses a Holder Indemnified Person hereunder for any expenses incurred such indemnified person in connection with the defense thereof; provided, however, that if there exists or shall exist a lawsuitconflict of interest that would make it inappropriate in the reasonable judgment of the indemnified person for the same counsel to represent both the indemnified person and such indemnifying person or any affiliate or associate thereof, claimthe indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying person; provided, inquiry further, that no indemnifying person shall be responsible for the fees and expense of more than one separate counsel for all indemnified parties. The indemnifying party shall not settle an action without the consent of the indemnified party, which consent shall not be unreasonably withheld. (iv) If after proper notice of a claim or other proceeding or investigation the commencement of any action against the indemnified party, the indemnifying party does not choose to participate, then the indemnified party shall assume the defense thereof and upon written notice by the indemnified party requesting advance payment of a stated amount for which indemnification is soughtits reasonable defense costs and expenses, the indemnifying party shall advance payment for such Holder Indemnified Person agrees to refund such reimbursement of Holder Indemnifiable Costs reasonable defense costs and Expenses expenses (the “Advance Indemnification Payment”) to the extent it is finally judicially determined indemnified party. In the event that the indemnity indemnified party’s actual defense costs and expenses exceed the amount of the Advance Indemnification Payment, then upon written request by the indemnified party, the indemnifying party shall reimburse the indemnified party for such difference; in the event that the Advance Indemnification Payment exceeds the indemnified party’s actual costs and expenses, the indemnified party shall promptly remit payment of such difference to the indemnifying party. (v) If the indemnification provided for in this Section 6.6(a4(ccy) is not applicable to, or the Company is not otherwise obligated held by a court of competent jurisdiction to pay, such Holder Indemnified Person in accordance with the terms hereof or otherwise. The indemnity, contribution and expense reimbursement obligation of the Company under this Section 6.6(a) shall be in addition unavailable to any liability it may otherwise have. (iii) The obligations of the Company hereunder shall survive the Closing and the termination of any Registration Statement under which any Registrable Securities were registered the termination of this Agreement and shall not be extinguished an indemnified party with respect to any Person because losses, claims, damages or liabilities referred to herein, the indemnifying party, in lieu of indemnifying such indemnified party thereunder, shall 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, as well as any other Person is not entitled to indemnity or relevant equitable considerations; provided, that in no event shall any contribution hereunderby an indemnifying party hereunder be greater in amount than the dollar amount of the proceeds received by such indemnifying party upon the sale of such Registrable Shares.

Registration Rights Indemnification. (a) Indemnification by In the Company.event that any Consideration Shares are included in a Registration Statement under this Agreement: (i) The Company will indemnify and hold harmless, to To the fullest extent permitted by law, but without duplicationMTS shall indemnify and hold harmless the Seller, each Holder of Registrable Securities and each of their respective Affiliates, including any managed or advised accounts and any investment advisor or agent therefor, the officers, directors, employees, partners, agents and representatives and agentsof the Seller, and each Person person, if any, who controls such Holder or such other Persons (the Seller within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages, liabilities or reasonable out-of-pocket expenses (whether joint or several) (collectively for purposes the purpose of this Section 6.6(a)10.02, a including legal or other expenses reasonably incurred in connection with investigating or defending same, "Holder Indemnified PersonLosses"), from and against, and will reimburse insofar as any such Holder Indemnified Person with respect to, any and all claims, actions, demands, losses, damages, liabilities, costs and expenses (including reasonable costs of investigation and reasonable legal fees and expenses) ("Indemnifiable Costs and Expenses") to which such Holder Indemnified Person may become subject under the Securities Act or otherwise and Losses arise out of or are based upon (i) violation of securities laws or (ii) any untrue statement or alleged untrue statement of any a material fact contained inin the Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or any (ii) the omission or alleged omission to state therein a material fact required to be stated intherein, any such Registration Statement, any Prospectus contained therein or any amendment or supplement thereto or necessary to make the statements contained thereintherein (in the case of any preliminary or final prospectus, in the light of the circumstances under which they were made), not misleading. Subject to the provisions of paragraph d(iii) below, MTS will reimburse Seller, and each such officer, director, employee, agent, representative or controlling person, for any reasonable legal or other out-of-pocket expenses as incurred by any such entity or person in connection with investigating or defending any Loss; providedPROVIDED, howeverHOWEVER, that the Company will foregoing indemnity shall not apply to amounts paid in settlement of any Loss if such settlement is effected without the consent of MTS (which consent shall not be liable in unreasonably withheld), nor shall MTS be obligated to indemnify any such case person for any Loss to the extent that any costs or expense covered by the preceding clauses such Loss is (i) or (ii) arises out of or results from any untrue or alleged untrue statement of any material fact contained in such Registration Statement, any Prospectus contained therein or any amendment or supplement 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, in light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was so made solely in reliance based upon and is in substantial conformity with written information furnished by such Holder Indemnified Person specifically person expressly for use in the preparation Registration Statement or (ii) based on a failure of such person to deliver or cause to be delivered the final prospectus contained in the Registration Statement and made available by MTS, if such delivery is required by applicable law. MTS shall not enter into any settlement of a Loss that does not provide for the unconditional release of Seller from all liabilities and obligations relating to such Registration Statement, Prospectus or amendment or supplement theretoLoss. (ii) The Company further agrees promptly To the extent permitted by law, Seller shall indemnify and hold harmless MTS, the officers, directors, employees, agents and representatives of MTS, and each person, if any, who controls MTS within the meaning of the Securities Act or the Exchange Act, against any Losses to the extent (and only to the extent) that any such Losses are based upon demand and in conformity with written information furnished by each Holder Indemnified Person Seller expressly for use in the Registration Statement. Subject to the provisions of paragraph d(iii) below, Seller will reimburse each Holder Indemnified Person for any Holder Indemnifiable Costs and Expenses reasonable legal or other expenses as they are incurred by it; provided that if the Company reimburses a Holder Indemnified Person hereunder for MTS and any expenses incurred such officer, director, employee, agent, representative, or controlling person, in connection with a lawsuitinvestigating or defending any such Loss; PROVIDED, claimHOWEVER, inquiry or other proceeding or investigation for which indemnification is sought, such Holder Indemnified Person agrees to refund such reimbursement of Holder Indemnifiable Costs and Expenses to the extent it is finally judicially determined that the foregoing indemnity provided for shall not apply to amounts paid in this Section 6.6(a) settlement of any such Loss if such settlement is effected without the consent of Seller (which consent shall not applicable to, or the Company is not otherwise obligated to pay, such Holder Indemnified Person in accordance with the terms hereof or otherwise. The indemnity, contribution and expense reimbursement obligation of the Company under this Section 6.6(a) shall be in addition to any liability it may otherwise haveunreasonably withheld). (iii) The obligations Promptly after receipt by an indemnified party under this Section 10.02 of notice of the Company hereunder shall survive 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 10.02, deliver to the Closing indemnifying party a written notice of the commencement thereof and the termination indemnifying party shall have the right to participate in and to assume the defense thereof with counsel mutually satisfactory to the parties; PROVIDED, HOWEVER, that an indemnified party shall have the right to retain its own counsel, with the reasonably incurred fees and expenses of one such counsel for all indemnified parties to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate under applicable standards of professional conduct due to actual or potential conflicting 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 Registration Statement such action, to the extent prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under which this Section 10.02 with respect to such action, but the omission so to deliver written notice to the indemnifying party will not relieve it of any Registrable Securities were registered the termination of liability that it may have to any indemnified party otherwise than under this Agreement and shall not be extinguished Section 10.02 or with respect to any Person because other action unless the indemnifying party is materially prejudiced as a result of not receiving such notice. (iv) In the event that the indemnity provided in paragraph d(i) or d(ii) of this Section 10.02 is unavailable or insufficient to hold harmless an indemnified party for any reason, MTS and Seller agree, severally and not jointly, to contribute to the aggregate Losses to which MTS or Seller may be subject in such proportion as is appropriate to reflect the relative fault of MTS and Seller in connection with the statements or omissions which resulted in such Losses. Relative fault shall be determined by reference to whether any alleged untrue statement or omission relates to information provided by MTS or by Seller. MTS and Seller agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other Person method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph d(iv), 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 is not entitled guilty of such fraudulent misrepresentation. For purposes of this Section 10.02, each person who controls the Seller within the meaning of either the Securities Act or the Exchange Act and each officer, director, employee, agent or representative of Seller shall have the same rights to indemnity contribution as Seller, and each person who controls MTS within the meaning of either the Securities Act or the Exchange Act and each officer, director, employee, agent or representative of MTS shall have the same rights to contribution hereunderas MTS, subject in each case to the applicable terms and conditions of this paragraph d(iv). (v) The obligations of MTS and Seller under this Section 10.02 shall survive completion of any offering or sale of Consideration Shares pursuant to a Registration Statement under this Agreement, or otherwise.

Registration Rights Indemnification. (a) Indemnification by the Company. (i) The Company Buyer will indemnify and hold harmlessharmless each Holder and, with respect to any Holder that is not a natural person, its directors/managers and officers and each Person, if any, who controls such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, to the fullest extent permitted by law, but without duplication, applicable law with respect to each Holder of Registrable Securities and each of their respective Affiliates, including any managed or advised accounts and any investment advisor or agent therefor, officers, directors, employees, partners, representatives and agents, and each Person who controls such Holder or such other Persons (within the meaning of the Securities Act) (for purposes of registration which has been effected pursuant to this Section 6.6(a), a "Holder Indemnified Person"), from and against, and will reimburse such Holder Indemnified Person with respect to, any and 6.10 against all claims, actions, demands, losses, damages, liabilities, costs damages and expenses Liabilities (including reasonable costs of investigation and reasonable legal fees and expensesor actions in respect thereof) ("Indemnifiable Costs and Expenses") to which such Holder Indemnified Person may become subject under the Securities Act or otherwise and arise arising out of or are based upon (i) violation of securities laws or (ii) on any untrue statement (or alleged untrue statement statement) of any material fact contained in, or any omission or alleged omission to state therein a material fact required to be stated in, any such Registration Statement, any Prospectus contained therein or any amendment or supplement thereto or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Company will not be liable in any such case to the extent that any costs or expense covered by the preceding clauses (i) or (ii) arises out of or results from any untrue or alleged untrue statement of any material fact contained in any prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any such Registration Statementregistration, any Prospectus contained therein qualification or any amendment compliance, or supplement thereto or based on any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, or any violation by Buyer of the Securities Act or any rule or regulation thereunder applicable to Buyer and relating to action or inaction required of Buyer in each connection with any such registration, qualification or compliance; provided that Buyer will not be liable in any such case to the extentextent that any such claim, but only to the extentloss, that such untrue statement damage, liability or alleged expense arises out of or is based on any untrue statement or omission or alleged omission was so made solely in reliance based upon and in substantial conformity with written information furnished to Buyer by such Holder. If any action or proceeding shall be brought or asserted against any Holder Indemnified Person specifically in respect of which indemnity may be sought from Buyer, such Holder shall promptly notify Buyer in writing and Buyer shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Holder and the payment of all expenses. Buyer shall not be liable for use in the preparation any settlement of any such Registration Statementaction or proceeding effected without its written consent, Prospectus but if settled with its written consent, or amendment if there be a final judgment for the plaintiff in any such action or supplement theretoproceeding, Buyer agrees to indemnify and hold harmless the Holders from and against any loss or liability by reason of such settlement or judgment. (ii) The Company further Each Holder agrees promptly upon demand to indemnify and hold harmless Buyer, its directors and officers and each Person, if any, who controls Buyer within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from Buyer to such Holder, but only with respect to claims based solely on information relating to such Holder furnished in writing by each such Holder Indemnified Person to reimburse each Holder Indemnified Person expressly for use in any Holder Indemnifiable Costs and Expenses as they are incurred by it; provided that if the Company reimburses Registration Statement or prospectus, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against Buyer or its directors or officers or any such controlling person, in respect of which indemnity may be sought against a Holder Indemnified Person hereunder for any expenses incurred in connection with a lawsuit, claim, inquiry or other proceeding or investigation for which indemnification is soughtHolder, such Holder Indemnified Person agrees shall have the rights and duties given Buyer, and Buyer or its respective directors or officers or such controlling person shall have the rights and duties given to refund such reimbursement each Holder by the preceding paragraph. In no event shall the liability of any Holder Indemnifiable Costs and Expenses to hereunder be greater in amount than the extent it is finally judicially determined that dollar amount of the indemnity provided for in this Section 6.6(a) is not applicable to, or the Company is not otherwise obligated to pay, proceeds received by such Holder Indemnified Person in accordance with upon the terms hereof or otherwise. The indemnity, contribution and expense reimbursement obligation sale of the Company under this Section 6.6(a) shall be in addition to any liability it may otherwise have. (iii) The obligations of the Company hereunder shall survive the Closing and the termination of any Registration Statement under which any Registrable Securities were registered the termination of this Agreement and shall not be extinguished with respect giving rise to any Person because any other Person is not entitled to indemnity or contribution hereundersuch indemnification obligation.

Registration Rights Indemnification. (a) Indemnification by the Company. (i) The Company will agrees to indemnify and hold harmlessharmless the Buyer and its respective Affiliates, partners, members, officers, directors, agents and representatives, and each person, if any, who controls the Buyer within the meaning of Section 15 of the 1933 Act or Section 20 the 1934 Act (each, a “Purchaser Party” and collectively the “Purchaser Parties”), to the fullest extent permitted by applicable law, but without duplication, each Holder of Registrable Securities and each of their respective Affiliates, including any managed or advised accounts and any investment advisor or agent therefor, officers, directors, employees, partners, representatives and agents, and each Person who controls such Holder or such other Persons (within the meaning of the Securities Act) (for purposes of this Section 6.6(a), a "Holder Indemnified Person"), from and againstagainst any losses, and will reimburse such Holder Indemnified Person with respect to, any and all claims, actionsdamages or liabilities (collectively, demands, losses, damages, liabilities, costs and expenses (including reasonable costs of investigation and reasonable legal fees and expenses) ("Indemnifiable Costs and Expenses"“Losses”) to which such Holder Indemnified Person they may become subject (under the Securities 1933 Act or otherwise and otherwise) insofar as such Losses (or actions or proceedings in respect thereof) arise out of of, or are based upon (i) violation of securities laws or (ii) upon, any untrue statement or alleged untrue statement of any material fact contained in, or any omission or alleged omission to state therein a material fact required to be stated in, any such Registration Statement, any Prospectus contained therein or any amendment or supplement thereto or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Company will not be liable in any such case to the extent that any costs or expense covered by the preceding clauses (i) or (ii) arises out of or results from any untrue or alleged untrue statement of any material fact contained in such a Resale Registration Statement, any Prospectus contained therein or any amendment or supplement thereto Statement or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in under which they were made, not misleadingmisleading or arise out of any failure by the Company to fulfill any undertaking included in a Resale Registration Statement and the Company will, as incurred, reimburse the Purchaser Parties for any legal or other expenses reasonably incurred in each investigating, defending or preparing to defend any such action, proceeding or claim; provided, however, that the Company shall not be liable in any such case to the extentextent that such Loss arises out of, but only or is based upon an untrue statement or omission or alleged untrue statement or omission made in a Resale Registration Statement in reliance upon and in conformity with written information furnished to the extentCompany by or on behalf of the Buyer specifically for use in preparation of a Resale Registration Statement; provided further, however, that the Company shall not be liable to any Purchaser Party (or any partner, member, officer, director or controlling person of the Buyer) to the extent that any such Loss is caused by an untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus if either (i) (A) the Buyer failed to send or deliver a copy of the final prospectus with or prior to, or the Buyer failed to confirm that a final prospectus was deemed to be delivered prior to (in accordance with Rule 172 of the 1933 Act), the delivery of written confirmation of the sale by the Buyer to the person asserting the claim from which such Loss resulted and (B) the final prospectus corrected such untrue statement or omission, or (ii) (X) such untrue statement or omission is corrected in an amendment or supplement to the prospectus and (Y) having previously been furnished by or on behalf of the Company with copies of the prospectus as so amended or supplemented or notified by the Company that such amended or supplemented prospectus has been filed with the SEC, in accordance with Rule 172 of the 1933 Act, the Buyer thereafter fails to deliver such prospectus as so amended or supplemented, with or prior to or the Buyer fails to confirm that the prospectus as so amended or supplemented was deemed to be delivered prior to (in accordance with Rule 172 of the 1933 Act), the delivery of written confirmation of the sale by the Buyer to the person asserting the claim from which such Loss resulted. (ii) The Buyer agrees to indemnify and hold harmless the Company and its officers, directors, Affiliates, agents and representatives and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each a “Company Party” and collectively the “Company Parties”), to the fullest extent permitted by applicable law, from and against any Losses to which the Company Parties may become subject (under the 1933 Act or otherwise), insofar as such Losses (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in a Resale Registration Statement (or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading in each case, on the effective date thereof), if, and only to the extent, such untrue statement or omission or alleged untrue statement or omission was so made solely in reliance upon and in substantial conformity with written information furnished by such Holder Indemnified Person or on behalf of the Buyer specifically for use in the preparation of any such a Resale Registration Statement, Prospectus and the Buyer will, as incurred, reimburse each Company Party for any legal or amendment other expenses reasonably incurred in investigating, defending or supplement theretopreparing to defend any such action, proceeding or claim; provided, however, that in no event shall any indemnity under this Section 4(s) be greater in amount than the dollar amount of the net proceeds received by the Buyer upon its sale of the Registrable Shares included in the Resale Registration Statement giving rise to such indemnification obligation. (iiiii) The Company further agrees promptly upon demand Promptly after receipt by each Holder Indemnified Person any indemnified person of a notice of a claim or the beginning of any action in respect of which indemnity is to reimburse each Holder Indemnified Person be sought against an indemnifying person pursuant to this Section 4(s), such indemnified person shall notify the indemnifying person in writing of such claim or of the commencement of such action, and, subject to the provisions hereinafter stated, in case any such action shall be brought against an indemnified person and such indemnifying person shall have been notified thereof, such indemnifying person shall be entitled to participate therein, and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified person. After notice from the indemnifying person to such indemnified person of its election to assume the defense thereof, such indemnifying person shall not be liable to such indemnified person for any Holder Indemnifiable Costs and Expenses as they are legal expenses subsequently incurred by it; provided that if the Company reimburses a Holder Indemnified Person hereunder for any expenses incurred such indemnified person in connection with the defense thereof; provided, however, that if there exists or shall exist a lawsuitconflict of interest that would make it inappropriate in the reasonable judgment of the indemnified person for the same counsel to represent both the indemnified person and such indemnifying person or any Affiliate or associate thereof, claimthe indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying person; provided, inquiry further, that no indemnifying person shall be responsible for the fees and expense of more than one separate counsel for all indemnified parties. The indemnifying party shall not settle an action without the consent of the indemnified party, which consent shall not be unreasonably withheld. (iv) If after proper notice of a claim or other proceeding or investigation the commencement of any action against the indemnified party, the indemnifying party does not choose to participate, then the indemnified party shall assume the defense thereof and upon written notice by the indemnified party requesting advance payment of a stated amount for which indemnification is soughtits reasonable defense costs and expenses, the indemnifying party shall advance payment for such Holder Indemnified Person agrees to refund such reimbursement of Holder Indemnifiable Costs reasonable defense costs and Expenses expenses (the “Advance Indemnification Payment”) to the extent it is finally judicially determined indemnified party. In the event that the indemnity indemnified party’s actual defense costs and expenses exceed the amount of the Advance Indemnification Payment, then upon written request by the indemnified party, the indemnifying party shall reimburse the indemnified party for such difference; in the event that the Advance Indemnification Payment exceeds the indemnified party’s actual costs and expenses, the indemnified party shall promptly remit payment of such difference to the indemnifying party. (v) If the indemnification provided for in this Section 6.6(a4(s) is not applicable to, or the Company is not otherwise obligated held by a court of competent jurisdiction to pay, such Holder Indemnified Person in accordance with the terms hereof or otherwise. The indemnity, contribution and expense reimbursement obligation of the Company under this Section 6.6(a) shall be in addition unavailable to any liability it may otherwise have. (iii) The obligations of the Company hereunder shall survive the Closing and the termination of any Registration Statement under which any Registrable Securities were registered the termination of this Agreement and shall not be extinguished an indemnified party with respect to any Person because losses, claims, damages or liabilities referred to herein, the indemnifying party, in lieu of indemnifying such indemnified party thereunder, shall 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, as well as any other Person is not entitled to indemnity or relevant equitable considerations; provided, that in no event shall any contribution hereunderby an indemnifying party hereunder be greater in amount than the dollar amount of the proceeds received by such indemnifying party upon the sale of such Registrable Shares.

Registration Rights Indemnification. (a) Indemnification by the Company. (i) The Company Office Solutions will indemnify and hold harmlessJPB, to the fullest extent permitted by law, but without duplication, each Holder of Registrable Securities PAB and their agents (including sales agents and Underwriters) and each of their respective Affiliatesperson, including any managed or advised accounts and any investment advisor or agent thereforif any, officers, directors, employees, partners, representatives and agents, and each Person who controls such Holder or such other Persons (within the meaning of the Securities Act or the Exchange Act) (for purposes any of this Section 6.6(a)the foregoing, a "Holder Indemnified Person")harmless to the maximum extent permitted by law, from and againstagainst any loss, and will reimburse such Holder Indemnified Person with respect toclaim, any and all claimsliability, actions, demands, losses, damages, liabilities, costs and expenses damage or expense (including reasonable costs of investigation and reasonable legal fees and expensesattorneys' fees) ("Indemnifiable Costs and Expenses") resulting from a claim that any registration statement, prospectus or amendment thereof or supplement thereto, which includes Merger Shares to which be sold by such Holder Indemnified Person may become subject under the Securities Act BBS Stockholder, contains a material misstatement or otherwise and arise out of or are based upon omission, unless such claim (i) violation of securities laws or (ii) is based upon any untrue statement or alleged untrue statement of any material fact contained in, or any omission or alleged omission to state therein a material fact required to be stated in, any such Registration Statement, any Prospectus contained therein or any amendment or supplement thereto or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Company will not be liable in any such case to the extent that any costs or expense covered by the preceding clauses (i) or (ii) arises out of or results from any untrue or alleged untrue statement of any material fact contained in such Registration Statement, any Prospectus contained therein or any amendment or supplement 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, in light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was so made solely in said registration statement, prospectus, amendment or supplement in reliance upon and in substantial conformity with written information furnished by such Holder Indemnified Person specifically PAB or JPB for use in preparation thereof, or (ii) results from the preparation failure of either PAB or JPB to deliver a current prospectus or otherwise comply with any such Registration Statementother applicable prospectus delivery requirements under the Securities Act; and JPB and PAB will indemnify and hold harmless Office Solutions, Prospectus its directors, officers and agents (including sales agents and Underwriters) and each person, if any, who controls (within the meaning of the Securities Act or the Exchange Act) any of the foregoing against any loss, claim, liability, damage or expense (including attorneys' fees) resulting from (i) any untrue statement or alleged untrue statement or omission or alleged omission made in said registration statement, prospectus, amendment or supplement theretoin reliance upon and in conformity with written information furnished by PAB or JPB for use in preparation thereof, or (ii) the failure of either PAB or JPB to deliver a current prospectus or otherwise comply with any other applicable prospectus delivery requirements to which they are subject under the Securities Act. (iib) The Company further agrees Promptly after receipt by an indemnified party under this Section 10.6 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 10.6, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party under this Section 10.6 or otherwise to the extent such omission did not materially prejudice the indemnifying party. 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 be entitled to participate therein, and to the extent that it may elect by written notice delivered to the indemnified party promptly upon demand after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; provided, however, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there exists a conflict of interest between the indemnifying party and any indemnified party or that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to, and inconsistent or in conflict with, those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defense and to otherwise participate in the defense of such action on behalf of such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by each Holder Indemnified Person the indemnified party of counsel, the indemnifying party will not be liable to reimburse each Holder Indemnified Person such indemnified party under this Section 10.6 for any Holder Indemnifiable Costs and Expenses as they are legal or other expenses subsequently incurred by it; provided that if the Company reimburses a Holder Indemnified Person hereunder for any expenses incurred such indemnified party in connection with a lawsuit, claim, inquiry or other proceeding or investigation for which indemnification is sought, such Holder Indemnified Person agrees to refund such reimbursement of Holder Indemnifiable Costs and Expenses to the extent it is finally judicially determined that defense thereof unless (i) the indemnity provided for in this Section 6.6(a) is not applicable to, or the Company is not otherwise obligated to pay, such Holder Indemnified Person indemnified party shall have employed separate counsel in accordance with the proviso to the preceding sentence, (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action, or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party; and except that, if clause (i) or (iii) is applicable, such liability shall be only in respect of the counsel referred to in such clause (i) or (iii). No settlement of any action against any party under this Section 10.6 shall bind the other party unless such other party agrees in writing to the terms hereof or otherwise. of such settlement (which agreement will not be unreasonably withheld). (c) The indemnity, contribution and expense reimbursement obligation of the Company indemnifying party to indemnify the indemnified party under this Section 6.6(a) shall 10.6 shall, in each case, be in addition to any liability it which the indemnifying party may otherwise havehave hereunder or otherwise at law or in equity. (iiid) The obligations of If the Company hereunder shall survive indemnification provided for in this Section 10.6 from the Closing and indemnifying party is applicable in accordance with the termination of any Registration Statement under which any Registrable Securities were registered the termination terms of this Agreement but for any reason is held to be unavailable to an indemnified party hereunder in respect of any losses, claims, damages, liabilities or expenses referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative faults of the indemnifying party and indemnified party in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative faults of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Section (a) and (b) hereof, any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be extinguished with respect just and equitable if contribution pursuant to any Person because this subsection 10.6(d) were determined by pro rata allocation or by any other Person is method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to indemnity or contribution hereunderfrom any person.

Registration Rights Indemnification. (a) Indemnification by the Company. (i) The Company will Idenix agrees to indemnify and hold harmless, to the fullest extent permitted by law, but without duplication, each Holder of Registrable Securities harmless GSK and each of their respective Affiliates, including any managed or advised accounts and any investment advisor or agent therefor, its officers, directors, employees, partnersagents, representatives and agentsAffiliates, and each Person who Person, if any, that controls such Holder or such other Persons (GSK within the meaning of Section 15 of the Securities ActAct (each, an “GSK Indemnitee”) (for purposes of this Section 6.6(a), a "Holder Indemnified Person"), from and againstagainst any losses, and will reimburse such Holder Indemnified Person with respect toclaims, any and all claimsdamages, actions, demandsliabilities, losses, damages, liabilitiesamounts paid in settlements, costs and expenses (including reasonable costs of investigation and reasonable legal fees and expenses) ("Indemnifiable Costs and Expenses") “Losses”), to which such Holder Indemnified Person GSK Indemnitee may become subject (under the Securities Act Act, the Exchange Act, state securities or otherwise and Blue Sky laws or otherwise) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of of, or are based upon (i) violation of securities laws or (ii) any untrue statement or alleged untrue statement of any a material fact contained inin any Registration Statement covering the Registrable Shares, in any preliminary prospectus or final prospectus contained in such Registration Statement or any amendments or supplements thereto or any documents incorporated therein by reference or contained in any free writing prospectus (as such term is defined in Rule 405) prepared by Idenix or authorized by it in writing for use by such GSK Indemnitee, or any the omission or alleged omission to state therein a material fact required to be stated in, any such Registration Statement, any Prospectus contained therein or any amendment or supplement thereto or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Company will not be liable in any such case to the extent that any costs or expense covered by the preceding clauses (i) or (ii) arises out of or results from any untrue or alleged untrue statement of any material fact contained in such Registration Statement, any Prospectus contained therein or any amendment or supplement 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, in light of the circumstances in which they were made, therein not misleading, and Idenix will reimburse such GSK Indemnitee for any reasonable legal or other expenses reasonably incurred in each investigating, defending or preparing to defend any such action, proceeding or claim, or preparing to defend any such action, proceeding or claim; provided, however, that Idenix shall not be liable in any such case to the extentextent that (i) such loss, but only to the extentclaim, that such damage or liability arises out of, or is based upon, an untrue statement made in such Registration Statement, preliminary prospectus or alleged untrue statement prospectus, any amendment or omission supplement thereto or alleged omission was so made solely contained in any such free writing prospectus (as such term is defined in Rule 405) in reliance upon and in substantial conformity with written information furnished in writing to Idenix by or on behalf of such Holder Indemnified Person specifically GSK Indemnitee for use in the preparation thereof or any statement or omission in any prospectus that is corrected in any subsequent prospectus that was delivered to such GSK Indemnitee, or (ii) such loss, claim, damage or liability arises solely as a result of the use by a GSK Indemnitee of a preliminary or final prospectus in contravention of the Suspension Period pursuant to Section 7.3(h) above, provided that Idenix shall have provided proper notice of such Suspension Period prior to such use. (b) GSK agrees to indemnify and hold harmless Idenix and its officers, directors, employees, agents, representatives and Affiliates, and each Person, if any, who controls Idenix within the meaning of Section 15 of the Securities Act (each, an “Idenix Indemnitee”), from and against any Losses to which any such Idenix Indemnitee may become subject (under the Securities Act, the Exchange Act, state securities or Blue Sky laws or otherwise), insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon any untrue statement of a material fact contained in any Registration Statement covering the Registrable Shares or in any preliminary prospectus, final prospectus contained in such Registration Statement, Prospectus or any amendments or supplements thereto or any documents incorporated therein by reference or contained in any free writing prospectus (as that term is defined in Rule 405) prepared by Idenix or authorized by it in writing for use by an Idenix Indemnitee or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, if such untrue statement or omission was made in reliance upon and in conformity with information furnished in writing by or on behalf of GSK for use in preparation of the Registration Statement, prospectus, amendment or supplement theretoand GSK will reimburse Idenix, or such officer, director or controlling person, as the case may be, for any reasonable legal or other expenses reasonably incurred in investigating, defending or preparing to defend any such action, proceeding or claim. (iic) The Company further agrees promptly upon demand by each Holder Indemnified Person to reimburse each Holder Indemnified Person for any Holder Indemnifiable Costs and Expenses as they are incurred by it; provided that if If the Company reimburses a Holder Indemnified Person hereunder for any expenses incurred in connection with a lawsuit, claim, inquiry or other proceeding or investigation for which indemnification is sought, such Holder Indemnified Person agrees to refund such reimbursement of Holder Indemnifiable Costs and Expenses to the extent it is finally judicially determined that the indemnity provided for in this Section 6.6(a7.6 or Section 8(f)(i) or (ii) is not applicable unavailable to or insufficient to hold harmless an indemnified party under paragraph (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions or proceedings in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of Idenix on the one hand and GSK on the other hand, in connection with the statements or omissions or other matters which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among ether things, in the case of an untrue statement, whether the untrue statement relates to information supplied by Idenix on the one hand or GSK on the Company is other hand and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement. Idenix and GSK agree that it would not otherwise obligated be just and equitable if contribution pursuant to pay, such Holder Indemnified Person this paragraph (c) were determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to above in accordance with the terms hereof or otherwisethis paragraph (c). The indemnity, contribution and expense reimbursement obligation amount paid or payable by an indemnified party as a result of the Company losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this paragraph (c) shall be deemed to include any reasonable legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. 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. (d) The rights and obligations of Idenix and GSK under this Section 6.6(a) shall be in addition to any liability it may otherwise have. (iii) The obligations of the Company hereunder 7.6 shall survive the Closing and the termination of any Registration Statement under which any Registrable Securities were registered the termination of this Agreement and shall not be extinguished with respect to any Person because any other Person is not entitled to indemnity or contribution hereunderAgreement.

Registration Rights Indemnification. (a) Indemnification by the Company. (i) 4.1.1 The Company will agrees to indemnify and hold harmless, to the fullest extent permitted by law, but without duplication, each Holder of Registrable Securities Securities, and each of their respective Affiliates, including any managed or advised accounts and any investment advisor or agent therefor, such Holder’s officers, directors, trustees, employees, partners, representatives managers, members, equityholders, beneficiaries, affiliates and agents, agents and each Person Person, if any, who controls such Holder or such other Persons (Holder, within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) (for purposes of this Section 6.6(a), a "Holder Indemnified Person")against all losses, from and against, and will reimburse such Holder Indemnified Person with respect to, any and all claims, actions, demands, losses, damages, liabilities, costs liabilities and reasonable and documented out-of-pocket expenses (including reasonable costs of investigation and reasonable legal without limitation outside attorneys’ fees and expenses) ("Indemnifiable Costs and Expenses"reasonably incurred) to which such Holder Indemnified Person they may become subject under the Securities Act Act, the Exchange Act, or otherwise and arise other federal or state law arising out of or are based upon (i) violation of securities laws or (ii) on any untrue statement (or alleged untrue statement statement) of any material fact contained in, or any omission or alleged omission to state therein a material fact required to be stated in, any such Registration Statement, any Prospectus contained therein or any amendment or supplement thereto or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Company will not be liable in any such case to the extent that any costs or expense covered by the preceding clauses (i) or (ii) arises out of or results from any untrue or alleged untrue statement of any material fact contained in such any Registration Statement, any Prospectus contained therein or preliminary Prospectus or any amendment thereof or supplement thereto thereto, or based on any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, therein not misleading in light of the circumstances in which they were made. 4.1.2 In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to the Company in writing such information with respect to such Holder as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus (the “Holder Information”) and, to the extent permitted by law, shall indemnify and hold harmless the Company, its directors, officers and agents and each Person who controls the Company (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and documented out-of-pocket expenses reasonably incurred (including without limitation documented outside attorneys’ fees reasonably incurred) arising out of or resulting from any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, extent that such untrue statement or alleged untrue statement or omission or alleged omission was is contained in any information so made solely furnished in reliance upon and in substantial conformity with written information furnished writing by such Holder Indemnified Person specifically expressly for use therein; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the preparation net proceeds received by such Holder from the sale of any Registrable Securities pursuant to such Registration Statement, Prospectus or amendment or supplement thereto. 4.1.3 Any Person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any Person’s right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) and which settlement 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. 4.1.4 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and shall survive the transfer of securities. The Company further agrees promptly upon demand by and each Holder Indemnified Person of Registrable Securities participating in an offering also agrees to reimburse each Holder Indemnified Person make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s indemnification is unavailable for any reason. 4.1.5 If the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and out-of-pocket expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and out-of-pocket expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability of any Holder Indemnifiable Costs under this Section 4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in Sections 4.1.1, 4.1.2 and Expenses as they are 4.1.3 above, any legal or other fees, charges or out-of-pocket expenses reasonably incurred by it; provided that if the Company reimburses a Holder Indemnified Person hereunder for any expenses incurred such party in connection with a lawsuitany investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.1.5 were determined by pro rata allocation or by any other method of allocation, claim, inquiry or other proceeding or investigation for which indemnification is sought, such Holder Indemnified Person agrees does not take account of the equitable considerations referred to refund such reimbursement of Holder Indemnifiable Costs and Expenses to the extent it is finally judicially determined that the indemnity provided for in this Section 6.6(a4.1.5. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) is not applicable to, or the Company is not otherwise obligated to pay, such Holder Indemnified Person in accordance with the terms hereof or otherwise. The indemnity, contribution and expense reimbursement obligation of the Company under this Section 6.6(aSecurities Act) shall be in addition entitled to any liability it may otherwise have. (iii) The obligations of the Company hereunder shall survive the Closing and the termination of any Registration Statement under which any Registrable Securities were registered the termination of contribution pursuant to this Agreement and shall not be extinguished with respect to Section 4.1.5 from any Person because any other Person is who was not entitled to indemnity or contribution hereunderguilty of such fraudulent misrepresentation.

Registration Rights Indemnification. (a) Indemnification by the Company. (i) The Company will agrees to indemnify and hold harmlessharmless the Holders and their respective affiliates, partners, members, officers, directors, agents, brokers and representatives, and each person, if any, who controls a Holder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each, a “Purchaser Party” and collectively the “Purchaser Parties”), to the fullest extent permitted by applicable law, but without duplication, each Holder of Registrable Securities and each of their respective Affiliates, including any managed or advised accounts and any investment advisor or agent therefor, officers, directors, employees, partners, representatives and agents, and each Person who controls such Holder or such other Persons (within the meaning of the Securities Act) (for purposes of this Section 6.6(a), a "Holder Indemnified Person"), from and againstagainst any losses, and will reimburse such Holder Indemnified Person with respect to, any and all claims, actionsdamages or liabilities (collectively, demands, losses, damages, liabilities, costs and expenses (including reasonable costs of investigation and reasonable legal fees and expenses) ("Indemnifiable Costs and Expenses"“Losses”) to which such Holder Indemnified Person they may become subject (under the Securities 1933 Act or otherwise and otherwise) insofar as such Losses (or actions or proceedings in respect thereof) arise out of of, or are based upon (i) violation of securities laws or (ii) upon, any untrue statement or alleged untrue statement of any material fact contained in, or any omission or alleged omission to state therein a material fact required to be stated in, any such Registration Statement, any Prospectus contained therein or any amendment or supplement thereto or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Company will not be liable in any such case to the extent that any costs or expense covered by the preceding clauses (i) or (ii) arises out of or results from any untrue or alleged untrue statement of any material fact contained in such the Resale Registration Statement, any Prospectus contained therein or any amendment or supplement thereto Statement or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in under which they were made, not misleadingmisleading or arise out of any failure by the Company to fulfill any undertaking included in the Resale Registration Statement and the Company will, as incurred, reimburse the Purchaser Parties for any legal or other expenses reasonably incurred in each investigating, defending or preparing to defend any such action, proceeding or claim; provided, however, that the Company shall not be liable in any such case to the extentextent that such Loss arises primarily out of, but only or is based primarily upon an | untrue statement or omission made in the Resale Registration Statement in reliance upon and in conformity with written information furnished to the extentCompany by or on behalf of the Holders specifically for use in preparation of the Resale Registration Statement or any amendment or supplement thereto. b) The Holders agree to indemnify and hold harmless the Company and its officers, that directors, affiliates, agents, brokers and representatives and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each a “Company Party” and collectively the “Company Parties”), to the fullest extent permitted by applicable law, from and against any Losses to which the Company Parties may become subject (under the 1933 Act or otherwise), insofar as such Losses (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Resale Registration Statement (or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading in each case, on the effective date thereof), if, and only to the extent, such untrue statement or omission or alleged untrue statement or omission was so made solely in reliance upon and in substantial conformity with written information furnished by such Holder Indemnified Person or on behalf of the Holders specifically for use in the preparation of any such the Resale Registration Statement, Prospectus and the Holders will, as incurred, reimburse each Company Party for any legal or amendment other expenses reasonably incurred in investigating, defending or supplement theretopreparing to defend any such action, proceeding or claim; provided, however, that in no event shall any indemnity under this Section 7 be greater in amount than the dollar amount of the net proceeds received by the Holders upon their sale of the Registrable Securities included in the Resale Registration Statement. (iic) The Company further agrees promptly upon demand Promptly after receipt by each Holder Indemnified Person any indemnified person of a notice of a claim or the beginning of any action in respect of which indemnity is to reimburse each Holder Indemnified Person be sought against an indemnifying person pursuant to this Section 7, such indemnified person shall notify the indemnifying person in writing of such claim or of the commencement of such action, and, subject to the provisions hereinafter stated, in case any such action shall be brought against an indemnified person and such indemnifying person shall have been notified thereof, such indemnifying person shall be entitled to participate therein, and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified person. After notice from the indemnifying person to such indemnified person of its election to assume the defense thereof, such indemnifying person shall not be liable to such indemnified person for any Holder Indemnifiable Costs and Expenses as they are legal expenses subsequently incurred by it; provided that if the Company reimburses a Holder Indemnified Person hereunder for any expenses incurred such indemnified person in connection with the defense thereof; provided, however, that if there exists or shall exist a lawsuitconflict of interest that would make it inappropriate in the reasonable judgment of the indemnified person for the same counsel to represent both the indemnified person and such indemnifying person or any affiliate or associate thereof, claimthe indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying person. If such defense is assumed, inquiry the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). The indemnifying party shall not settle an action without the consent of the indemnified party, which consent shall not be unreasonably withheld, unless such settlement includes an unconditional release of such indemnified party for all liability on claims that are the subject matter of | such proceeding and does not include a statement as to, or other proceeding an admission of, fault, culpability or investigation a failure to act by or on behalf of an indemnified. d) If after proper notice of a claim or the commencement of any action against the indemnified party, the indemnifying party does not choose to participate, then the indemnified party shall assume the defense thereof and upon written notice by the indemnified party requesting advance payment of a stated amount for which indemnification is soughtits reasonable defense costs and expenses, the indemnifying party shall advance payment for such Holder Indemnified Person agrees to refund such reimbursement of Holder Indemnifiable Costs reasonable defense costs and Expenses expenses (the “Advance Indemnification Payment”) to the extent it is finally judicially determined indemnified party. In the event that the indemnity indemnified party’s actual defense costs and expenses exceed the amount of the Advance Indemnification Payment, then upon written request by the indemnified party, the indemnifying party shall reimburse the indemnified party for such difference; in the event that the Advance Indemnification Payment exceeds the indemnified party’s actual costs and expenses, the indemnified party shall promptly remit payment of such difference to the indemnifying party. e) If the indemnification provided for in this Section 6.6(a) 7 is not applicable to, or the Company is not otherwise obligated held by a court of competent jurisdiction to pay, such Holder Indemnified Person in accordance with the terms hereof or otherwise. The indemnity, contribution and expense reimbursement obligation of the Company under this Section 6.6(a) shall be in addition unavailable to any liability it may otherwise have. (iii) The obligations of the Company hereunder shall survive the Closing and the termination of any Registration Statement under which any Registrable Securities were registered the termination of this Agreement and shall not be extinguished an indemnified party with respect to any Person because losses, claims, damages or liabilities referred to herein, the indemnifying party, in lieu of indemnifying such indemnified party thereunder, shall 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, as well as any other Person is not entitled to indemnity or relevant equitable considerations; provided, that in no event shall any contribution hereunderby an indemnifying party hereunder be greater in amount than the dollar amount of the proceeds received by such indemnifying party upon the sale of such Registrable Securities.

Registration Rights Indemnification. (a) Indemnification by the Company. (i) The Company will agrees to indemnify and hold harmlessharmless each Investor and its respective affiliates, partners, members, officers, directors, agents and representatives, and each person, if any, who controls the Investor within the meaning of Section 15 of the Securities Act or Section 20 the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (each, a “Purchaser Party” and collectively the “Purchaser Parties”), to the fullest extent permitted by applicable law, but without duplication, each Holder of Registrable Securities and each of their respective Affiliates, including any managed or advised accounts and any investment advisor or agent therefor, officers, directors, employees, partners, representatives and agents, and each Person who controls such Holder or such other Persons (within the meaning of the Securities Act) (for purposes of this Section 6.6(a), a "Holder Indemnified Person"), from and againstagainst any losses, and will reimburse such Holder Indemnified Person with respect to, any and all claims, actionsdamages or liabilities (collectively, demands, losses, damages, liabilities, costs and expenses (including reasonable costs of investigation and reasonable legal fees and expenses) ("Indemnifiable Costs and Expenses"“Losses”) to which such Holder Indemnified Person they may become subject (under the Securities Act or otherwise and otherwise) insofar as such Losses (or actions or proceedings in respect thereof) arise out of of, or are based upon (i) violation of securities laws or (ii) upon, any untrue statement or alleged untrue statement of any material fact contained in, or any omission or alleged omission to state therein a material fact required to be stated in, any such Registration Statement, any Prospectus contained therein or any amendment or supplement thereto or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Company will not be liable in any such case to the extent that any costs or expense covered by the preceding clauses (i) or (ii) arises out of or results from any untrue or alleged untrue statement of any material fact contained in such a Resale Registration Statement, any Prospectus contained therein or any amendment or supplement thereto Statement or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in under which they were made, not misleadingmisleading or arise out of any failure by the Company to fulfill any undertaking included in a Resale Registration Statement and the Company will, as incurred, reimburse the Purchaser Parties for any legal or other expenses reasonably incurred in each investigating, defending or preparing to defend any such action, proceeding or claim; provided, however, that the Company shall not be liable in any such case to the extentextent that such Loss arises out of, but only or is based upon an untrue statement or omission or alleged untrue statement or omission made in a Resale Registration Statement in reliance upon and in conformity with written information furnished to the extentCompany by or on behalf of the Investor specifically for use in preparation of a Resale Registration Statement; provided further, however, that the Company shall not be liable to any Purchaser Party (or any partner, member, officer, director or controlling person of the Investor) to the extent that any such Loss is caused by an untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus if either (i) (A) the Investor failed to send or deliver a copy of the final prospectus with or prior to, or the Investor failed to confirm that a final prospectus was deemed to be delivered prior to (in accordance with Rule 172 of the Securities Act), the delivery of written confirmation of the sale by the Investor to the person asserting the claim from which such Loss resulted and (B) the final prospectus corrected such untrue statement or omission, or (ii) (X) such untrue statement or omission is corrected in an amendment or supplement to the prospectus and (Y) having previously been furnished by or on behalf of the Company with copies of the prospectus as so amended or supplemented or notified by the Company that such amended or supplemented prospectus has been filed with the SEC, in accordance with Rule 172 of the Securities Act, the Investor thereafter fails to deliver such prospectus as so amended or supplemented, with or prior to or the Investor fails to confirm that the prospectus as so amended or supplemented was deemed to be delivered prior to (in accordance with Rule 172 of the Securities Act), the delivery of written confirmation of the sale by the Investor to the person asserting the claim from which such Loss resulted. (ii) Each Investor (severally and not jointly) agrees to indemnify and hold harmless the Company and its officers, directors, affiliates, agents and representatives and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each a “Company Party” and collectively the “Company Parties”), to the fullest extent permitted by applicable law, from and against any Losses to which the Company Parties may become subject (under the Securities Act or otherwise), insofar as such Losses (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in a Resale Registration Statement (or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading in each case, on the effective date thereof), if, and only to the extent, such untrue statement or omission or alleged untrue statement or omission was so made solely in reliance upon and in substantial conformity with written information furnished by such Holder Indemnified Person or on behalf of the Investor specifically for use in the preparation of any such a Resale Registration Statement, Prospectus and the Investor will, as incurred, reimburse each Company Party for any legal or amendment other expenses reasonably incurred in investigating, defending or supplement theretopreparing to defend any such action, proceeding or claim; provided, however, that in no event shall any indemnity under this Section 5(b) be greater in amount than the dollar amount of the net proceeds received by the Investor upon its sale of the Registrable Shares included in the Resale Registration Statement giving rise to such indemnification obligation. (iiiii) The Company further agrees promptly upon demand Promptly after receipt by each Holder Indemnified Person any indemnified person of a notice of a claim or the beginning of any action in respect of which indemnity is to reimburse each Holder Indemnified Person be sought against an indemnifying person pursuant to this Section 5(b), such indemnified person shall notify the indemnifying person in writing of such claim or of the commencement of such action, and, subject to the provisions hereinafter stated, in case any such action shall be brought against an indemnified person and such indemnifying person shall have been notified thereof, such indemnifying person shall be entitled to participate therein, and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified person. After notice from the indemnifying person to such indemnified person of its election to assume the defense thereof, such indemnifying person shall not be liable to such indemnified person for any Holder Indemnifiable Costs and Expenses as they are legal expenses subsequently incurred by it; provided that if the Company reimburses a Holder Indemnified Person hereunder for any expenses incurred such indemnified person in connection with the defense thereof; provided, however, that if there exists or shall exist a lawsuitconflict of interest that would make it inappropriate in the reasonable judgment of the indemnified person for the same counsel to represent both the indemnified person and such indemnifying person or any affiliate or associate thereof, claimthe indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying person; provided, inquiry or other proceeding or investigation further, that no indemnifying person shall be responsible for the fees and expense of more than one separate counsel for all indemnified parties. The indemnifying party shall not settle an action without the consent of the indemnified party, which consent shall not be unreasonably withheld. (iv) If the indemnification is sought, such Holder Indemnified Person agrees to refund such reimbursement of Holder Indemnifiable Costs and Expenses to the extent it is finally judicially determined that the indemnity provided for in this Section 6.6(a5(b) is not applicable to, or the Company is not otherwise obligated held by a court of competent jurisdiction to pay, such Holder Indemnified Person in accordance with the terms hereof or otherwise. The indemnity, contribution and expense reimbursement obligation of the Company under this Section 6.6(a) shall be in addition unavailable to any liability it may otherwise have. (iii) The obligations of the Company hereunder shall survive the Closing and the termination of any Registration Statement under which any Registrable Securities were registered the termination of this Agreement and shall not be extinguished an indemnified party with respect to any Person because losses, claims, damages or liabilities referred to herein, the indemnifying party, in lieu of indemnifying such indemnified party thereunder, shall 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, as well as any other Person is not entitled to indemnity or relevant equitable considerations; provided, that in no event shall any contribution hereunderby an indemnifying party hereunder be greater in amount than the dollar amount of the proceeds received by such indemnifying party upon the sale of such Registrable Shares.

Registration Rights Indemnification. (a) Indemnification by the Company. (i) 4.1.1 The Company will agrees to indemnify and hold harmless, to the fullest extent permitted by law, but without duplication, each Holder of Registrable Securities Securities, and each of their respective Affiliates, including any managed or advised accounts and any investment advisor or agent therefor, such Holder’s officers, directors, trustees, employees, partners, representatives managers, members, equityholders, beneficiaries, affiliates and agents, agents and each Person Person, if any, who controls such Holder or such other Persons (Holder, within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) (for purposes of this Section 6.6(a), a "Holder Indemnified Person")against all losses, from and against, and will reimburse such Holder Indemnified Person with respect to, any and all claims, actions, demands, losses, damages, liabilities, costs liabilities and out-of-pocket expenses (including reasonable costs of investigation and reasonable legal without limitation outside attorneys’ fees and expenses) ("Indemnifiable Costs and Expenses"reasonably incurred) to which such Holder Indemnified Person they may become subject under the Securities Act Act, the Exchange Act, or otherwise and arise other federal or state law arising out of or are based upon on (i) violation of securities laws or (iiA) any untrue statement (or alleged untrue statement statement) of any material fact contained in, or any omission or alleged omission to state therein a material fact required to be stated in, any such Registration Statement, any Prospectus contained therein or any amendment or supplement thereto or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Company will not be liable in any such case to the extent that any costs or expense covered by the preceding clauses (i) or (ii) arises out of or results from any untrue or alleged untrue statement of any material fact contained in such any prospectus, offering circular, free writing prospectus or other similar document (including any related Registration Statement, notification, or the like) incident to any Prospectus contained therein such Registration, qualification, compliance or any amendment sale, or supplement thereto or based on any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, therein not misleading in light of the circumstances in which they were made, (B) any violation or alleged violation by the Company of any Law applicable to the Company in connection with any such Registration, qualification, compliance or sale, or (C) any failure to register or qualify Registrable Securities in any state where the Company or its agents have affirmatively undertaken or agreed in writing that the Company will undertake such Registration or qualification on behalf of the Holders of such Registrable Securities, and will reimburse, as incurred, each such Holder and each such director, officer, trustee, employee, partner, manager, member, equityholder, beneficiary, affiliate, agent and controlling person, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action. 4.1.2 In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to the Company in writing such information with respect to such Holder as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus (the “Holder Information”) and, to the extent permitted by law, shall indemnify and hold harmless the Company, its directors, officers and agents and each person who controls the Company (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and out-of-pocket expenses (including without limitation reasonable outside attorneys’ fees) arising out of or resulting from any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, extent that such untrue statement or alleged untrue statement or omission or alleged omission was is contained in any information so made solely furnished in reliance upon and in substantial conformity with written information furnished writing by such Holder Indemnified Person specifically expressly for use therein; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the preparation net proceeds received by such Holder from the sale of any Registrable Securities pursuant to such Registration Statement, Prospectus or amendment or supplement thereto. 4.1.3 Any person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement 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. 4.1.4 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the transfer of securities. The Company further agrees promptly upon demand by and each Holder Indemnified Person of Registrable Securities participating in an offering also agrees to reimburse each Holder Indemnified Person make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s indemnification is unavailable for any reason. 4.1.5 If the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and out-of-pocket expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and out-of-pocket expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability of any Holder Indemnifiable Costs under this Section 4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in Sections 4.1.1, 4.1.2 and Expenses as they are 4.1.3 above, any legal or other fees, charges or out-of-pocket expenses reasonably incurred by it; provided that if the Company reimburses a Holder Indemnified Person hereunder for any expenses incurred such party in connection with a lawsuitany investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.1.5 were determined by pro rata allocation or by any other method of allocation, claim, inquiry or other proceeding or investigation for which indemnification is sought, such Holder Indemnified Person agrees does not take account of the equitable considerations referred to refund such reimbursement of Holder Indemnifiable Costs and Expenses to the extent it is finally judicially determined that the indemnity provided for in this Section 6.6(a4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) is not applicable to, or the Company is not otherwise obligated to pay, such Holder Indemnified Person in accordance with the terms hereof or otherwise. The indemnity, contribution and expense reimbursement obligation of the Company under this Section 6.6(aSecurities Act) shall be in addition to any liability it may otherwise have. (iii) The obligations of the Company hereunder shall survive the Closing and the termination of any Registration Statement under which any Registrable Securities were registered the termination of this Agreement and shall not be extinguished with respect to any Person because any other Person is not entitled to indemnity or contribution hereunderpursuant to this Section 4.1.5 from any person who was not guilty of such fraudulent misrepresentation.

Registration Rights Indemnification. (a) Indemnification by the Company. (i) 4.1.1 The Company will agrees to indemnify and hold harmless, to the fullest extent permitted by law, but without duplication, each Holder of Registrable Securities Securities, and each of their respective Affiliates, including any managed or advised accounts and any investment advisor or agent therefor, such Holder’s officers, directors, employees, partners, representatives and agents, managers and each Person Person, if any, who controls such Holder or such other Persons (Holder, within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) (for purposes of this Section 6.6(a), a "Holder Indemnified Person")against all losses, from and against, and will reimburse such Holder Indemnified Person with respect to, any and all claims, actions, demands, losses, damages, liabilities, costs liabilities and out-of-pocket expenses (including including, without limitation, reasonable costs of investigation and reasonable legal fees and expenses) ("Indemnifiable Costs and Expenses"outside attorneys’ fees) to which such Holder Indemnified Person they may become subject under the Securities Act Act, the Exchange Act, or otherwise and arise other federal or state law arising out of or are based upon on (i) violation of securities laws or (iiA) any untrue statement (or alleged untrue statement statement) of any material fact contained in, or any omission or alleged omission to state therein a material fact required to be stated in, any such Registration Statement, any Prospectus contained therein or any amendment or supplement thereto or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Company will not be liable in any such case to the extent that any costs or expense covered by the preceding clauses (i) or (ii) arises out of or results from any untrue or alleged untrue statement of any material fact contained in such any prospectus, offering circular, free writing prospectus or other similar document (including any related Registration Statement, notification, or the like) incident to any Prospectus contained therein such Registration, qualification, compliance or any amendment sale, or supplement thereto or based on any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, therein not misleading in light of the circumstances in which they were made, (B) any violation or alleged violation by the Company of any Law applicable to the Company in connection with any such Registration, qualification, compliance or sale, or (C) any failure to register or qualify Registrable Securities in any state where the Company or its agents have affirmatively undertaken or agreed in writing that the Company will undertake such Registration or qualification on behalf of the Holders of such Registrable Securities (provided, that in such instance the Company shall not misleadingbe so liable if it has undertaken its reasonable best efforts to so register or qualify such Registrable Securities), and will reimburse, as incurred, each such Holder and each such director, officer, employee, manager and controlling Person, for any legal and any other expenses reasonably incurred in each connection with investigating or defending any such claim, loss, damage, liability or action; provided, that the Company will not be liable in any such case to the extentextent that such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder expressly for use therein. 4.1.2 In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to the Company in writing such information with respect to such Holder as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus (the “Holder Information”) and, to the extent permitted by Law, shall indemnify and hold harmless the Company, its directors, officers, employees, managers and each Person who controls the Company (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and out-of-pocket expenses (including, without limitation, reasonable outside attorneys’ fees) arising out of or resulting from any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent, extent that such untrue statement or alleged untrue statement or omission or alleged omission was is contained in (or not contained in, in the case of an omission) any information or affidavit so made solely furnished in reliance upon writing by or on behalf of such Holder expressly for use therein; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities shall be in substantial conformity with written information furnished proportion to and limited to the net proceeds received by such Holder Indemnified Person specifically for use in from the preparation sale of any Registrable Securities pursuant to such Registration Statement, Prospectus or amendment or supplement thereto. 4.1.3 Any Person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided, that the failure to give prompt notice shall not impair any Person’s right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement 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. 4.1.4 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and shall survive the transfer of securities. The Company further agrees promptly upon demand by and each Holder Indemnified Person of Registrable Securities participating in an offering also agrees to reimburse each Holder Indemnified Person make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s indemnification is unavailable for any reason. 4.1.5 If the indemnification provided under Section 4.1 from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and out-of-pocket expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and out-of-pocket expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by (or not made by, in the case of an omission), or relates to information supplied by (or not supplied by in the case of an omission), such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability of any Holder Indemnifiable Costs under this Section 4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in Sections 4.1.1, 4.1.2 and Expenses as they are 4.1.3 above, any legal or other fees, charges or out-of-pocket expenses reasonably incurred by it; provided that if the Company reimburses a Holder Indemnified Person hereunder for any expenses incurred such party in connection with a lawsuitany investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.1.5 were determined by pro rata allocation or by any other method of allocation, claim, inquiry or other proceeding or investigation for which indemnification is sought, such Holder Indemnified Person agrees does not take account of the equitable considerations referred to refund such reimbursement of Holder Indemnifiable Costs and Expenses to the extent it is finally judicially determined that the indemnity provided for in this Section 6.6(a4.1.5. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) is not applicable to, or the Company is not otherwise obligated to pay, such Holder Indemnified Person in accordance with the terms hereof or otherwise. The indemnity, contribution and expense reimbursement obligation of the Company under this Section 6.6(aSecurities Act) shall be in addition entitled to any liability it may otherwise have. (iii) The obligations of the Company hereunder shall survive the Closing and the termination of any Registration Statement under which any Registrable Securities were registered the termination of contribution pursuant to this Agreement and shall not be extinguished with respect to Section 4.1.5 from any Person because any other Person is who was not entitled to indemnity or contribution hereunderguilty of such fraudulent misrepresentation.

Registration Rights Indemnification. (a) Indemnification by the Company. (i) 4.1.1 The Company will agrees to indemnify and hold harmless, to the fullest extent permitted by law, but without duplication, each Holder of Registrable Securities Securities, and each of their respective Affiliates, including any managed or advised accounts and any investment advisor or agent therefor, such Holder’s officers, directors, trustees, employees, partners, representatives managers, members, equityholders, beneficiaries, affiliates and agents, agents and each Person Person, if any, who controls such Holder or such other Persons (Holder, within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) (for purposes of this Section 6.6(a), a "Holder Indemnified Person")against all losses, from and against, and will reimburse such Holder Indemnified Person with respect to, any and all claims, actions, demands, losses, damages, liabilities, costs liabilities and out-of-pocket expenses (including reasonable costs of investigation and reasonable legal without limitation outside attorneys’ fees and expenses) ("Indemnifiable Costs and Expenses"reasonably incurred) to which such Holder Indemnified Person they may become subject under the Securities Act Act, the Exchange Act, or otherwise and arise other federal or state law arising out of or are based upon on (i) violation of securities laws or (iiA) any untrue statement (or alleged untrue statement statement) of any material fact contained in, or any omission or alleged omission to state therein a material fact required to be stated in, any such Registration Statement, any Prospectus contained therein or any amendment or supplement thereto or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Company will not be liable in any such case to the extent that any costs or expense covered by the preceding clauses (i) or (ii) arises out of or results from any untrue or alleged untrue statement of any material fact contained in such any prospectus, offering circular, free writing prospectus or other similar document (including any related Registration Statement, notification, or the like) incident to any Prospectus contained therein such Registration, qualification, compliance or any amendment sale, or supplement thereto or based on any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, therein not misleading in light of the circumstances in which they were made, (B) any violation or alleged violation by the Company of any Law applicable to the Company in connection with any such Registration, qualification, compliance or sale, or (C) any failure to register or qualify Registrable Securities in any state where the Company or its agents have affirmatively undertaken or agreed in writing that the Company will undertake such Registration or qualification on behalf of the Holders of such Registrable Securities, and will reimburse, as incurred, each such Holder and each such director, officer, trustee, employee, partner, manager, member, equityholder, beneficiary, affiliate, agent and controlling person, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action. 4.1.2 In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to the Company in writing such information with respect to such Holder as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus (the “Holder Information”) and, to the extent permitted by law, shall indemnify and hold harmless the Company, its directors, officers and agents and each Person who controls the Company (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and out-of-pocket expenses (including without limitation reasonable outside attorneys’ fees) arising out of or resulting from any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, extent that such untrue statement or alleged untrue statement or omission or alleged omission was is contained in any information so made solely furnished in reliance upon and in substantial conformity with written information furnished writing by such Holder Indemnified Person specifically expressly for use therein; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the preparation net proceeds received by such Holder from the sale of any Registrable Securities pursuant to such Registration Statement, Prospectus or amendment or supplement thereto. 4.1.3 Any Person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any Person’s right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement 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. 4.1.4 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and shall survive the transfer of securities. The Company further agrees promptly upon demand by and each Holder Indemnified Person of Registrable Securities participating in an offering also agrees to reimburse each Holder Indemnified Person make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s indemnification is unavailable for any reason. 4.1.5 If the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and out-of-pocket expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and out-of-pocket expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability of any Holder Indemnifiable Costs under this Section 4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in Sections 4.1.1, 4.1.2 and Expenses as they are 4.1.3 above, any legal or other fees, charges or out-of-pocket expenses reasonably incurred by it; provided that if the Company reimburses a Holder Indemnified Person hereunder for any expenses incurred such party in connection with a lawsuitany investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.1.5 were determined by pro rata allocation or by any other method of allocation, claim, inquiry or other proceeding or investigation for which indemnification is sought, such Holder Indemnified Person agrees does not take account of the equitable considerations referred to refund such reimbursement of Holder Indemnifiable Costs and Expenses to the extent it is finally judicially determined that the indemnity provided for in this Section 6.6(a4.1.5. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) is not applicable to, or the Company is not otherwise obligated to pay, such Holder Indemnified Person in accordance with the terms hereof or otherwise. The indemnity, contribution and expense reimbursement obligation of the Company under this Section 6.6(aSecurities Act) shall be in addition entitled to any liability it may otherwise have. (iii) The obligations of the Company hereunder shall survive the Closing and the termination of any Registration Statement under which any Registrable Securities were registered the termination of contribution pursuant to this Agreement and shall not be extinguished with respect to Section 4.1.5 from any Person because any other Person is who was not entitled to indemnity or contribution hereunderguilty of such fraudulent misrepresentation.

Registration Rights Indemnification. (a) Indemnification by the Company. (i) The Company will agrees to indemnify and hold harmlessharmless the Buyers and their respective affiliates, partners, members, officers, directors, agents and representatives, and each person, if any, who controls a Buyer within the meaning of Section 15 of the Securities Act or Section 20 the 1934 Act (each, a “Purchaser Party” and collectively the “Purchaser Parties”), to the fullest extent permitted by applicable law, but without duplication, each Holder of Registrable Securities and each of their respective Affiliates, including any managed or advised accounts and any investment advisor or agent therefor, officers, directors, employees, partners, representatives and agents, and each Person who controls such Holder or such other Persons (within the meaning of the Securities Act) (for purposes of this Section 6.6(a), a "Holder Indemnified Person"), from and againstagainst any losses, and will reimburse such Holder Indemnified Person with respect to, any and all claims, actionsdamages or liabilities (collectively, demands, losses, damages, liabilities, costs and expenses (including reasonable costs of investigation and reasonable legal fees and expenses) ("Indemnifiable Costs and Expenses"“Losses”) to which such Holder Indemnified Person they may become subject (under the Securities Act or otherwise and otherwise) insofar as such Losses (or actions or proceedings in respect thereof) arise out of of, or are based upon (i) violation of securities laws or (ii) upon, any untrue statement or alleged untrue statement of any material fact contained in, or any omission or alleged omission to state therein a material fact required to be stated in, any such Registration Statement, any Prospectus contained therein or any amendment or supplement thereto or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Company will not be liable in any such case to the extent that any costs or expense covered by the preceding clauses (i) or (ii) arises out of or results from any untrue or alleged untrue statement of any material fact contained in such a Resale Registration Statement, any Prospectus contained therein or any amendment or supplement thereto Statement or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in under which they were made, not misleadingmisleading or arise out of any failure by the Company to fulfill any undertaking included in a Resale Registration Statement and the Company will, as incurred, reimburse the Purchaser Parties for any legal or other expenses reasonably incurred in each investigating, defending or preparing to defend any such action, proceeding or claim; provided, however, that the Company shall not be liable in any such case to the extentextent that such Loss arises out of, but only or is based upon an untrue statement or omission or alleged untrue statement or omission made in a Resale Registration Statement in reliance upon and in conformity with written information furnished to the extentCompany by or on behalf of the Buyers specifically for use in preparation of a Resale Registration Statement; provided further, however, that the Company shall not be liable to any Purchaser Party (or any partner, member, officer, director or controlling person of a Buyer) to the extent that any such Loss is caused by an untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus if either (i) (A) the Buyers failed to send or deliver a copy of the final prospectus with or prior to, or the Buyers failed to confirm that a final prospectus was deemed to be delivered prior to (in accordance with Rule 172 of the Securities Act), the delivery of written confirmation of the sale by the Buyers to the person asserting the claim from which such Loss resulted and (B) the final prospectus corrected such untrue statement or omission, or (ii) (X) such untrue statement or omission is corrected in an amendment or supplement to the prospectus and (Y) having previously been furnished by or on behalf of the Company with copies of the prospectus as so amended or supplemented or notified by the Company that such amended or supplemented prospectus has been filed with the SEC, in accordance with Rule 172 of the Securities Act, the Buyers thereafter fails to deliver such prospectus as so amended or supplemented, with or prior to or the Buyers fails to confirm that the prospectus as so amended or supplemented was deemed to be delivered prior to (in accordance with Rule 172 of the Securities Act), the delivery of written confirmation of the sale by the Buyers to the person asserting the claim from which such Loss resulted. (ii) The Buyers agree to indemnify and hold harmless the Company and its officers, directors, affiliates, agents and representatives and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the 1934 Act (each a “Company Party” and collectively the “Company Parties”), to the fullest extent permitted by applicable law, from and against any Losses to which the Company Parties may become subject (under the Securities Act or otherwise), insofar as such Losses (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in a Resale Registration Statement (or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading in each case, on the effective date thereof), if, and only to the extent, such untrue statement or omission or alleged untrue statement or omission was so made solely in reliance upon and in substantial conformity with written information furnished by such Holder Indemnified Person or on behalf of the Buyers specifically for use in the preparation of any such a Resale Registration Statement, Prospectus and the Buyers will, as incurred, reimburse each Company Party for any legal or amendment other expenses reasonably incurred in investigating, defending or supplement theretopreparing to defend any such action, proceeding or claim; provided, however, that in no event shall any indemnity under this Section 4(s) be greater in amount than the dollar amount of the net proceeds received by the Buyers upon their sale of the Registrable Shares included in the Resale Registration Statement giving rise to such indemnification obligation. (iiiii) The Company further agrees promptly upon demand Promptly after receipt by each Holder Indemnified Person any indemnified person of a notice of a claim or the beginning of any action in respect of which indemnity is to reimburse each Holder Indemnified Person be sought against an indemnifying person pursuant to this Section 4(s), such indemnified person shall notify the indemnifying person in writing of such claim or of the commencement of such action, and, subject to the provisions hereinafter stated, in case any such action shall be brought against an indemnified person and such indemnifying person shall have been notified thereof, such indemnifying person shall be entitled to participate therein, and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified person. After notice from the indemnifying person to such indemnified person of its election to assume the defense thereof, such indemnifying person shall not be liable to such indemnified person for any Holder Indemnifiable Costs and Expenses as they are legal expenses subsequently incurred by it; provided that if the Company reimburses a Holder Indemnified Person hereunder for any expenses incurred such indemnified person in connection with the defense thereof; provided, however, that if there exists or shall exist a lawsuitconflict of interest that would make it inappropriate in the reasonable judgment of the indemnified person for the same counsel to represent both the indemnified person and such indemnifying person or any affiliate or associate thereof, claimthe indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying person; provided, inquiry further, that no indemnifying person shall be responsible for the fees and expense of more than one separate counsel for all indemnified parties. The indemnifying party shall not settle an action without the consent of the indemnified party, which consent shall not be unreasonably withheld. (iv) If after proper notice of a claim or other proceeding or investigation the commencement of any action against the indemnified party, the indemnifying party does not choose to participate, then the indemnified party shall assume the defense thereof and upon written notice by the indemnified party requesting advance payment of a stated amount for which indemnification is soughtits reasonable defense costs and expenses, the indemnifying party shall advance payment for such Holder Indemnified Person agrees to refund such reimbursement of Holder Indemnifiable Costs reasonable defense costs and Expenses expenses (the “Advance Indemnification Payment”) to the extent it is finally judicially determined indemnified party. In the event that the indemnity indemnified party’s actual defense costs and expenses exceed the amount of the Advance Indemnification Payment, then upon written request by the indemnified party, the indemnifying party shall reimburse the indemnified party for such difference; in the event that the Advance Indemnification Payment exceeds the indemnified party’s actual costs and expenses, the indemnified party shall promptly remit payment of such difference to the indemnifying party. (v) If the indemnification provided for in this Section 6.6(a4(s) is not applicable to, or the Company is not otherwise obligated held by a court of competent jurisdiction to pay, such Holder Indemnified Person in accordance with the terms hereof or otherwise. The indemnity, contribution and expense reimbursement obligation of the Company under this Section 6.6(a) shall be in addition unavailable to any liability it may otherwise have. (iii) The obligations of the Company hereunder shall survive the Closing and the termination of any Registration Statement under which any Registrable Securities were registered the termination of this Agreement and shall not be extinguished an indemnified party with respect to any Person because losses, claims, damages or liabilities referred to herein, the indemnifying party, in lieu of indemnifying such indemnified party thereunder, shall 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, as well as any other Person is not entitled to indemnity or relevant equitable considerations; provided, that in no event shall any contribution hereunderby an indemnifying party hereunder be greater in amount than the dollar amount of the proceeds received by such indemnifying party upon the sale of such Registrable Shares.

Registration Rights Indemnification. (a) Indemnification by the Company. (i) The Company will Each Holder will, if Registrable Securities held by such Holder are included in the securities as to which such registration qualification or compliance is being effected, indemnify and hold harmless, to the fullest extent permitted by law, but without duplicationImtek, each Holder of Registrable Securities its directors and each of their respective Affiliates, including any managed or advised accounts and any investment advisor or agent therefor, officers, directorseach underwriter, employeesif any, partnersof the Imtek's securities covered by such a registration statement, representatives and agents, and each Person person who controls such Holder the Imtek or such other Persons (underwriter within the meaning of Section IS of the Securities Act) (for purposes of this Section 6.6(a), a "Holder Indemnified Person"), from and against, and will reimburse each other such Holder, each of its officers and directors and each person controlling such Holder Indemnified Person with respect towithin the meaning of Section 15 of the Securities Act, any and against all claims, actions, demands, losses, damages, liabilities, costs damages and expenses liabilities (including reasonable costs of investigation and reasonable legal fees and expensesor actions in respect thereof) ("Indemnifiable Costs and Expenses") to which such Holder Indemnified Person may become subject under the Securities Act or otherwise and arise arising out of or are based upon (i) violation of securities laws or (ii) on any untrue statement (or alleged untrue statement statement) of any a material fact contained inin 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 in, any such Registration Statement, any Prospectus contained therein or any amendment or supplement thereto or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Company will not be liable in any such case to the extent that any costs or expense covered by the preceding clauses (iomission) or (ii) arises out of or results from any untrue or alleged untrue statement of any material fact contained in such Registration Statement, any Prospectus contained therein or any amendment or supplement thereto or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereintherein not misleading, and will reimburse the Imtek, such Holders, such directors, officers, persons, underwriters or control persons for any legal or any other expenses reasonably incurred, as such expenses are incurred, in light of the circumstances in which they were madeconnection with investigating or defending any such claim, not misleadingloss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement statement) or omission (or alleged omission was so omission) is made solely in such registration statement, prospectus, offering circular or other document in reliance upon and in substantial conformity with written information furnished to the Imtek by such Holder Indemnified Person which is signed by the Holder and stated to be specifically for use therein. Notwithstanding the foregoing, the liability of each Holder under this subsection shall be limited in an amount equal to the preparation initial price of any the shares sold by such Registration StatementHolder, Prospectus unless such liability arises out of or amendment or supplement theretois based on willful misconduct by such Holder. (ii) The Company further agrees promptly upon demand by each Holder Indemnified Person Each party entitled to reimburse each Holder Indemnified Person for any Holder Indemnifiable Costs and Expenses as they are incurred by it; provided that if the Company reimburses a Holder Indemnified Person hereunder for any expenses incurred in connection with a lawsuit, claim, inquiry or other proceeding or investigation for which indemnification is sought, such Holder Indemnified Person agrees to refund such reimbursement of Holder Indemnifiable Costs and Expenses to the extent it is finally judicially determined that the indemnity provided for in this Section 6.6(a) is not applicable to, or the Company is not otherwise obligated to pay, such Holder Indemnified Person in accordance with the terms hereof or otherwise. The indemnity, contribution and expense reimbursement obligation of the Company under this Section 6.6(a(the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") after such Indemnified Party has actual knowledge of any claim as to which indemnity may be in addition sought, and shall permit the Indemnifying Party to assume the defense of any liability it may otherwise have. such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (iii) The obligations of the Company hereunder whose approval shall survive the Closing not unreasonably be withheld), and the termination Indemnified Party may participate in such defense at such party's expense, and provided further that the failure of any Registration Statement under which any Registrable Securities were registered the termination of this Agreement and Indemnified Party to give notice as provided herein shall not be extinguished relieve the Indemnifying Party of its obligations under this Agreement, unless the failure to give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action, and provided further that the Indemnifying Party shall not assume the defense for matters as to which there is a conflict of interest or separate and different defenses. No Indemnifying Party, in the defense of any such claim or litigation, shall, 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 any Person because any other Person is not entitled to indemnity such claim or contribution hereunderlitigation.

Registration Rights Indemnification. (a) Indemnification by the Company. (i) The Company will Parent agrees to indemnify and hold harmless, to the fullest extent permitted by law, but without duplication, harmless each Holder of Registrable Securities and each of their respective Affiliates, including any managed or advised accounts and any investment advisor or agent therefor, officers, directors, employees, partners, representatives and agents, and each Person who controls such Holder or such other Persons Selling Party Indemnitee (within the meaning of the Securities Actas defined below) (for purposes of this Section 6.6(a), a "Holder Indemnified Person"), from and againstagainst any losses, and will reimburse such Holder Indemnified Person with respect to, any and all claims, actions, demands, losses, damages, liabilities, costs and liabilities or expenses (including reasonable costs of investigation and reasonable legal fees and expenses) ("Indemnifiable Costs and Expenses") to which such Holder Indemnified Person Selling Party Indemnitee may become subject (under the Securities Act or otherwise and otherwise) insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise out of of, or are based upon (i) violation of securities laws or (iiA) any untrue statement or alleged untrue statement of any a material fact contained inin the Registration Statement or prospectus, (B) any failure by Parent to fulfill any undertaking included in the Registration Statement, (C) any breach of any representation, warranty or covenant made by Parent in this Agreement and (D) any violation or alleged violation of the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), any other law, including, without limitation, any state securities law, or any omission rule or regulation thereunder relating to the offer or sale of the BabyUniverse Shares (but excluding claims arising from a failure of the Investor to deliver the prospectus timely provided by Parent in compliance with applicable securities laws, where such failure to deliver was the cause of such claim or would have corrected the alleged omission damage), and Parent will promptly reimburse such Selling Party Indemnitee for any reasonable legal or other expenses incurred in investigating, defending or preparing to state therein a material fact required to be stated indefend, settling, compromising or paying any such Registration Statementaction, any Prospectus contained therein proceeding or any amendment or supplement thereto or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleadingclaim; provided, however, that the Company will Parent shall not be liable in any such case to the extent that any costs such loss, claim, damage, liability or expense covered arises solely out of, or is based solely upon, an untrue statement made in such Registration Statement in reliance upon and in conformity with written information furnished to Parent by such Selling Party Indemnitee specifically for use in preparation of the preceding clauses Registration Statement. (ib) The Selling Parties agree (severally and not jointly with any other of the Selling Parties) to indemnify and hold harmless Parent (and each person, if any, who controls Parent within the meaning of Section 15 of the Securities Act, each officer of Parent who signs the Registration Statement and each director of Parent) from and against any losses, claims, damages, liabilities or expenses to which Parent (iior any such officer, director or controlling person) arises may become subject (under the Securities Act or otherwise), insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise solely out of of, or results from are based solely upon, any untrue or alleged untrue statement of any a material fact contained in such the Registration Statement, but only if and to the extent that such untrue statement was made in reliance upon and in conformity with written information furnished by the Selling Parties specifically for use in preparation of the Registration Statement (provided, however, that the Selling Parties shall not be liable in any Prospectus contained therein such case for any untrue statement in any Registration Statement or prospectus if such statement has been corrected in writing by such Investor and delivered to Parent at least three business days prior to the pertinent sale or sales by the Selling Parties). Notwithstanding the foregoing, each Selling Party’s aggregate liability pursuant to this subsection (ii) shall be limited to the net amount received by that Selling Party from the sale of the BabyUniverse Shares. (c) Promptly after receipt by any indemnified person of a notice of a claim or the beginning of any action in respect of which indemnity is to be sought against an indemnifying person pursuant to this Article X, such indemnified person shall notify the indemnifying person in writing of such claim or of the commencement of such action, but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party under this Article X (except to the extent that such omission materially and adversely affects the indemnifying party’s ability to defend such action) or from any liability otherwise than under this Article X. Subject to the provisions hereinafter stated, in case any such action shall be brought against an indemnified person, the indemnifying person shall be entitled to participate therein, and, to the extent that it shall elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to such indemnified person. After notice from the indemnifying person to such indemnified person of its election to assume the defense thereof, such indemnifying person shall not be liable to such indemnified person for any legal expenses subsequently incurred by such indemnified person in connection with the defense thereof, provided however, that if there exists or shall exist a conflict of interest that would make it inappropriate, in the opinion of counsel to the indemnifying person, for the same counsel to represent both the indemnified person and such indemnifying person or any affiliate or associate thereof, the indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying person; provided, however, that no indemnifying person shall be responsible for the fees and expenses of more than one separate counsel (together with appropriate local counsel) for all indemnified parties. In no event shall any indemnifying person be liable in respect of any amounts paid in settlement of any action unless the indemnifying person shall have approved the terms of such settlement; provided, that such consent shall not be unreasonably withheld. No indemnifying person shall, without the prior written consent of the indemnified person, effect any settlement of any pending or threatened proceeding in respect of which any indemnified person is or could have been a party and indemnification could have been sought hereunder by such indemnified person, unless such settlement includes an unconditional release of such indemnified person from all liability on claims that are the subject matter of such proceeding. (d) If the indemnification provided for in this Article X is unavailable to or insufficient to hold harmless an indemnified party under subsection (A) or (B) above in respect of any losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of Parent on the one hand and the Investor on the other in connection with the statements or omissions or other matters which resulted in such losses, claims, damages, liabilities or expenses (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, in the case of an untrue statement, whether the untrue statement relates to information supplied by Parent on the one hand or the Investor on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement. Parent and the Investors agree that it would not be just and equitable if contribution pursuant to this subsection (iv) were determined by pro rata allocation (even if Investor and any other Investors were treated as one entity for such purpose) or by any other method of allocation which does not take into account the equitable considerations referred to above in this subsection (iv). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (iv) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (iv), none of the Selling Parties shall be required to contribute any amount in excess of the net amount received by that Selling Party from the sale of the Baby Universe Shares. 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. Investor’s obligations in this subsection to contribute are several in proportion to its sales of the BabyUniverse Shares to which such loss relates and not joint with any other Investors. (e) For purposes of this Article X, the term “Selling Party Indemnitee” shall include the Investor, its officers, directors, employees, partners, agents and any person controlling such Investor; the term “Registration Statement” shall include any final prospectus, exhibit, supplement or amendment included in or supplement thereto relating to the Registration Statement; and the term “untrue statement” shall include (A) any untrue statement or alleged untrue statement, or any omission or alleged omission to state in the Registration Statement a material fact required to be stated therein or necessary to make the statements therein not misleading and (B) any untrue statement or alleged untrue statement, or any omission or alleged omission to state in the prospectus a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was so made solely in reliance upon and in substantial conformity with written information furnished by such Holder Indemnified Person specifically for use in the preparation of any such Registration Statement, Prospectus or amendment or supplement thereto. (ii) The Company further agrees promptly upon demand by each Holder Indemnified Person to reimburse each Holder Indemnified Person for any Holder Indemnifiable Costs and Expenses as they are incurred by it; provided that if the Company reimburses a Holder Indemnified Person hereunder for any expenses incurred in connection with a lawsuit, claim, inquiry or other proceeding or investigation for which indemnification is sought, such Holder Indemnified Person agrees to refund such reimbursement of Holder Indemnifiable Costs and Expenses to the extent it is finally judicially determined that the indemnity provided for in this Section 6.6(a) is not applicable to, or the Company is not otherwise obligated to pay, such Holder Indemnified Person in accordance with the terms hereof or otherwise. The indemnity, contribution and expense reimbursement obligation of the Company under this Section 6.6(a) shall be in addition to any liability it may otherwise have. (iii) The obligations of the Company hereunder shall survive the Closing and the termination of any Registration Statement under which any Registrable Securities were registered the termination of this Agreement and shall not be extinguished with respect to any Person because any other Person is not entitled to indemnity or contribution hereunder.