Common use of Registration Statement Indemnification Clause in Contracts

Registration Statement Indemnification. The Company shall indemnify and hold harmless each Selling Stockholder (as defined in Annex A), the officers, directors, members, partners, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each Person who controls any such Selling Stockholder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, members, stockholders, partners, agents and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Resale Registration Statement, any prospectus in a Resale Registration Statement (each, a “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 of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (2) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under Section 4.17 of the Securities Purchase Agreement, except to the extent, but only to the extent, that (i) such untrue statements or omissions are based solely upon information regarding such Selling Stockholder furnished in writing to the Company by such Selling Stockholder or its representatives expressly for use therein, or to the extent that such information relates to such Selling Stockholder or such Selling Stockholder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Selling Stockholder expressly for use in a Resale Registration Statement, such Prospectus or in any amendment or supplement thereto (it being understood that the Selling Stockholder has approved Annex A hereto for this purpose) or (ii) in the case of an occurrence of a Registration Statement Deficiency Event, the use by such Selling Stockholder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Selling Stockholder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Selling Stockholder and prior to the receipt by such Selling Stockholder of written notice that any Registration Statement Deficiency Event has been cured and that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company shall notify the Selling Stockholders promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions contemplated by Section 4.17 of the Securities Purchase Agreement of which the Company is aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified person and shall survive the transfer of any Registrable Securities by any of the Selling Stockholder in accordance with Section 5.7 of the Securities Purchase Agreement.

Registration Statement Indemnification. The Company shall (i) Parent will indemnify and hold harmless each Selling Stockholder Seller Indemnitee against any Losses and Liabilities (as defined or actions in Annex A), the officers, directors, members, partners, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure respect thereof) to perform which he may become subject under a margin call of Common Stock), investment advisors and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each Person who controls any such Selling Stockholder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officersotherwise, directors, members, stockholders, partners, agents and employees (and any other Persons with a functionally equivalent role of a Person holding insofar as such titles, notwithstanding a lack of such title or any other title) of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs Losses and Liabilities (including, without limitation, reasonable attorneys’ feesor actions in respect thereof) and expenses (collectively, “Losses”), as incurred, arising arise out of or relating to (1) are based upon any untrue or alleged untrue statement of a material fact contained in a Resale any Registration Statement, prospectus, preliminary prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any prospectus in a Resale Registration Statement (each, a “Prospectus”successor rule thereto) or any form of prospectus or in any amendment thereof or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus a prospectus, preliminary prospectus or supplement theretofree writing prospectus, in light of the circumstances under which they were made) not misleading misleading; and shall reimburse Seller Indemnitees for any reasonable legal or (2) any violation or alleged violation other expenses reasonably incurred by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, them in connection with the performance of its obligations under Section 4.17 of the Securities Purchase Agreementinvestigating or defending any such claims, except to the extentLosses and Liabilities (or actions in respect thereof); provided, but only to the extenthowever, that Parent shall not be required to provide indemnification pursuant to this Section 5.15(j)(i): (iA) such untrue statements where the claims, Losses and Liabilities (or omissions actions in respect thereof) are based solely upon caused by or contained in any information regarding such Selling Stockholder furnished in writing to the Company Parent by such Selling Stockholder Seller (or its representatives representative) or approved by Seller (or its Representative) expressly for use therein; (B) where the claims, Losses and Liabilities (or actions in respect thereof) are caused by Seller’s failure to the extent that deliver a copy of such information relates to such Selling Stockholder or such Selling Stockholder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Selling Stockholder expressly for use in a Resale Registration Statement, such Prospectus prospectus, preliminary prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or in any amendment successor rule thereto) or supplement any amendments or supplements thereto (it being understood that if the Selling Stockholder has approved Annex A hereto for this purpose) same was required by applicable Law to be so delivered); or (iiC) where the claims, Losses and Liabilities (or actions in the case of an occurrence of a Registration Statement Deficiency Event, the use by such Selling Stockholder of an outdated, defective respect thereof) relate to offers or otherwise unavailable Prospectus after the Company has notified such Selling Stockholder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Selling Stockholder and prior to the receipt by such Selling Stockholder of written notice that any Registration Statement Deficiency Event has been cured and that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company shall notify the Selling Stockholders promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions contemplated by Section 4.17 of the Securities Purchase Agreement of which the Company is aware. Such indemnity shall remain in full force and effect regardless of any investigation made sales effected by or on behalf of Seller “by means of” (as defined in Rule 159A) a “free writing prospectus” (as such indemnified person and term is defined in Rule 405) that was not authorized in writing by Parent. This indemnity shall survive the transfer of be in addition to any Registrable Securities by any of the Selling Stockholder in accordance with Section 5.7 of the Securities Purchase Agreementliability Parent may otherwise have.

Registration Statement Indemnification. (i) The Company Purchaser shall indemnify and hold harmless each Selling Stockholder (as defined in Annex A), the Seller Person and each such Seller Person’s officers, directors, managers, members, partners, agentsshareholders and Affiliates and each other controlling Person, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock)if any, investment advisors and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each Person who controls any such Selling Stockholder of the foregoing Persons, against all claims, losses, damages and liabilities (within the meaning of Section 15 of or actions in respect thereof) to which he may become subject under the Securities Act or Section 20 of the Exchange Act) and the officersotherwise, directorsinsofar as such claims, members, stockholders, partners, agents and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs damages and liabilities (including, without limitation, reasonable attorneys’ feesor actions in respect thereof) and expenses (collectively, “Losses”), as incurred, arising arise out of or relating to (1) are based upon any untrue or alleged untrue statement of a material fact contained in a Resale any Registration Statement, prospectus, preliminary prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any prospectus in a Resale Registration Statement (each, a “Prospectus”successor rule thereto) or any form of prospectus or in any amendment thereof or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus a prospectus, preliminary prospectus or supplement theretofree writing prospectus, in light of the circumstances under which they were made) not misleading misleading; and shall reimburse Seller Persons for any reasonable legal or (2) any violation or alleged violation other expenses reasonably incurred by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, him in connection with the performance of its obligations under Section 4.17 of the Securities Purchase Agreementinvestigating or defending any such claims, except to the extentlosses, but only to the extentdamages and liabilities (or actions in respect thereof); provided, however, that the Purchaser shall not be required to provide indemnification pursuant to this Section 8.10(i); (i) such untrue statements where the claims, losses, damages and liabilities (or omissions actions in respect thereof) are based solely upon caused by or contained in any information regarding such Selling Stockholder furnished in writing to the Company Parent by such Selling Stockholder or its representatives Seller Persons expressly for use therein, (ii) where the claims, losses, damages and liabilities (or to the extent that such information relates to actions in respect thereof) are caused by such Selling Stockholder Person’s failure to deliver a copy of the Registration Statement, prospectus, preliminary prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or such Selling Stockholder’s proposed method any successor rule thereto) or any amendments or supplements thereto (if the same was required by applicable law to be so delivered) after the Parent has furnished Seller Persons with the same prior to any written confirmation of distribution the sale of Registrable Securities and was reviewed and expressly approved in writing by such Selling Stockholder expressly for use in a Resale Registration Statement, such Prospectus or in any amendment or supplement thereto (it being understood that the Selling Stockholder has approved Annex A hereto for this purpose) or (iiiii) in the case of an occurrence of a Registration Statement Deficiency Event, the use by such Selling Stockholder of an outdated, defective offers or otherwise unavailable Prospectus after the Company has notified such Selling Stockholder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Selling Stockholder and prior to the receipt by such Selling Stockholder of written notice that any Registration Statement Deficiency Event has been cured and that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company shall notify the Selling Stockholders promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions contemplated by Section 4.17 of the Securities Purchase Agreement of which the Company is aware. Such indemnity shall remain in full force and effect regardless of any investigation made sales effected by or on behalf of Seller Persons “by means of” (as defined in Rule 159A) a “free writing prospectus” (as such indemnified person and term is defined in Rule 405) that was not authorized in writing by the Parent. This indemnity shall survive be in addition to any liability the transfer of any Registrable Securities by any of the Selling Stockholder in accordance with Section 5.7 of the Securities Purchase AgreementParent may otherwise have.

Registration Statement Indemnification. The Company shall (i) Parent will indemnify and hold harmless each Selling Stockholder Indemnitee against any Losses and Liabilities (as defined or actions in Annex A), the officers, directors, members, partners, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure respect thereof) to perform which he may become subject under a margin call of Common Stock), investment advisors and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each Person who controls any such Selling Stockholder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officersotherwise, directors, members, stockholders, partners, agents and employees (and any other Persons with a functionally equivalent role of a Person holding insofar as such titles, notwithstanding a lack of such title or any other title) of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs Losses and Liabilities (including, without limitation, reasonable attorneys’ feesor actions in respect thereof) and expenses (collectively, “Losses”), as incurred, arising arise out of or relating to (1) are based upon any untrue or alleged untrue statement of a material fact contained in a Resale any Registration Statement, prospectus, preliminary prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any prospectus in a Resale Registration Statement (each, a “Prospectus”successor rule thereto) or any form of prospectus or in any amendment thereof or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus a prospectus, preliminary prospectus or supplement theretofree writing prospectus, in light of the circumstances under which they were made) not misleading misleading; and shall reimburse Stockholder Indemnitees for any reasonable legal or (2) any violation or alleged violation other expenses reasonably incurred by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, them in connection with the performance of its obligations under Section 4.17 of the Securities Purchase Agreementinvestigating or defending any such claims, except to the extentLosses and Liabilities (or actions in respect thereof); provided, but only to the extenthowever, that Parent shall not be required to provide indemnification pursuant to this Section 6.6(j)(i): (iA) such untrue statements where the claims, Losses and Liabilities (or omissions actions in respect thereof) are based solely upon caused by or contained in any information regarding such Selling Stockholder furnished in writing to the Parent by a Company by such Selling Stockholder Equityholder (or its representatives representative) or approved by a Company Equityholder (or its Representative) expressly for use therein; (B) where the claims, Losses and Liabilities (or actions in respect thereof) are caused by a Company Equityholder’s failure to the extent that deliver a copy of such information relates to such Selling Stockholder or such Selling Stockholder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Selling Stockholder expressly for use in a Resale Registration Statement, such Prospectus prospectus, preliminary prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or in any amendment successor rule thereto) or supplement any amendments or supplements thereto (it being understood that if the Selling Stockholder has approved Annex A hereto for this purpose) same was required by applicable Law to be so delivered); or (iiC) where the claims, Losses and Liabilities (or actions in the case of an occurrence of a Registration Statement Deficiency Event, the use by such Selling Stockholder of an outdated, defective respect thereof) relate to offers or otherwise unavailable Prospectus after the Company has notified such Selling Stockholder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Selling Stockholder and prior to the receipt by such Selling Stockholder of written notice that any Registration Statement Deficiency Event has been cured and that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company shall notify the Selling Stockholders promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions contemplated by Section 4.17 of the Securities Purchase Agreement of which the Company is aware. Such indemnity shall remain in full force and effect regardless of any investigation made sales effected by or on behalf of any Company Equityholder “by means of” (as defined in Rule 159A) a “free writing prospectus” (as such indemnified person and term is defined in Rule 405) that was not authorized in writing by Parent. This indemnity shall survive the transfer of be in addition to any Registrable Securities by any of the Selling Stockholder in accordance with Section 5.7 of the Securities Purchase Agreementliability Parent may otherwise have.

Registration Statement Indemnification. (i) The Company Acquirer shall indemnify and hold harmless each Selling Stockholder the Stockholder, against all claims, losses, damages and liabilities (as defined or actions in Annex A), the officers, directors, members, partners, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure respect thereof) to perform which he may become subject under a margin call of Common Stock), investment advisors and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each Person who controls any such Selling Stockholder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officersotherwise, directorsinsofar as such claims, members, stockholders, partners, agents and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs damages and liabilities (including, without limitation, reasonable attorneys’ feesor actions in respect thereof) and expenses (collectively, “Losses”), as incurred, arising arise out of or relating to (1) are based upon any untrue or alleged untrue statement of a material fact contained in a Resale any Registration Statement, prospectus, preliminary prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any prospectus in a Resale Registration Statement (each, a “Prospectus”successor rule thereto) or any form of prospectus or in any amendment thereof or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus a prospectus, preliminary prospectus or supplement theretofree writing prospectus, in light of the circumstances under Table of Contents which they were made) not misleading misleading; and shall reimburse Stockholder for any reasonable legal or (2) any violation or alleged violation other expenses reasonably incurred by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, him in connection with the performance of its obligations under Section 4.17 of the Securities Purchase Agreementinvestigating or defending any such claims, except to the extentlosses, but only to the extentdamages and liabilities (or actions in respect thereof); provided, however, that the Acquirer shall not be required to provide indemnification pursuant to this Section 6.12(i); (i) such untrue statements where the claims, losses, damages and liabilities (or omissions actions in respect thereof) are based solely upon caused by or contained in any information regarding such Selling Stockholder furnished in writing to the Company Acquirer by such Selling Stockholder or its representatives expressly for use therein, (ii) where the claims, losses, damages and liabilities (or actions in respect thereof) are caused by such holder’s failure to deliver a copy of the extent that such information relates Registration Statement, prospectus, preliminary prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) or any amendments or supplements thereto (if the same was required by applicable law to such Selling be so delivered) after the Acquirer has furnished Stockholder or such Selling Stockholder’s proposed method with the same prior to any written confirmation of distribution the sale of Registrable Securities and was reviewed and expressly approved in writing by such Selling Stockholder expressly for use in a Resale Registration Statement, such Prospectus or in any amendment or supplement thereto (it being understood that the Selling Stockholder has approved Annex A hereto for this purpose) or (iiiii) in the case of an occurrence of a Registration Statement Deficiency Event, the use by such Selling Stockholder of an outdated, defective offers or otherwise unavailable Prospectus after the Company has notified such Selling Stockholder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Selling Stockholder and prior to the receipt by such Selling Stockholder of written notice that any Registration Statement Deficiency Event has been cured and that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company shall notify the Selling Stockholders promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions contemplated by Section 4.17 of the Securities Purchase Agreement of which the Company is aware. Such indemnity shall remain in full force and effect regardless of any investigation made sales effected by or on behalf of Stockholder “by means of” (as defined in Rule 159A) a “free writing prospectus” (as such indemnified person and term is defined in Rule 405) that was not authorized in writing by the Acquirer. This indemnity shall survive be in addition to any liability the transfer of any Registrable Securities by any of the Selling Stockholder in accordance with Section 5.7 of the Securities Purchase AgreementAcquirer may otherwise have.

Registration Statement Indemnification. (a) The Company Acquirer shall indemnify and hold harmless each Selling Stockholder (as defined in Annex A)holder of Registrable Securities and, the if such holder is a person other than an individual, such holder’s officers, directors, managers, members, partners, agents, brokers (including brokers who offer stockholders and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each of themAffiliates, each Person underwriter, and each other Affiliate, if any, who controls any such Selling Stockholder (within the meaning of Section 15 of the Securities Act or and Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and any of the officersforegoing Persons, directorsagainst all claims, members, stockholders, partners, agents and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, damages and liabilities (or actions in respect thereof) to which any of the foregoing Persons may become subject under the Securities Act or otherwise, insofar as such claims, damageslosses, liabilities, costs damages and liabilities (including, without limitation, reasonable attorneys’ feesor actions in respect thereof) and expenses (collectively, “Losses”), as incurred, arising arise out of or relating to (1) are based upon any untrue or alleged untrue statement of a material fact contained in a Resale any Registration Statement, prospectus, preliminary prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any prospectus in a Resale Registration Statement (each, a “Prospectus”successor rule thereto) or any form of prospectus or in any amendment thereof or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus a prospectus, preliminary prospectus or supplement theretofree writing prospectus, in light of the circumstances under which they were made) not misleading misleading; and shall reimburse such Persons for any reasonable legal or (2) other expenses reasonably incurred by any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, them in connection with the performance of its obligations under Section 4.17 of the Securities Purchase Agreementinvestigating or defending any such claims, except to the extentlosses, but only to the extentdamages and liabilities (or actions in respect thereof); provided, however, that the Acquirer shall not be required to provide indemnification pursuant to this Section 6.10(a) (i) such untrue statements where the claims, losses, damages and liabilities (or omissions actions in respect thereof) are based solely upon caused by or contained in any information regarding such Selling Stockholder furnished in writing to the Company Acquirer by such Selling Stockholder or its representatives holder expressly for use therein, (ii) where the claims, losses, damages and liabilities (or actions in respect thereof) are caused by such holder’s failure to deliver a copy of the extent that Registration Statement, prospectus, preliminary prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) or any amendments or supplements thereto (if the same was required by applicable law to be so delivered) after the Acquirer has furnished such information relates holder with the same prior to such Selling Stockholder or such Selling Stockholder’s proposed method any written confirmation of distribution the sale of Registrable Securities and was reviewed and expressly approved in writing by such Selling Stockholder expressly for use in a Resale Registration Statement, such Prospectus or in any amendment or supplement thereto (it being understood that the Selling Stockholder has approved Annex A hereto for this purpose) or (iiiii) in the case of an occurrence of a Registration Statement Deficiency Event, the use by such Selling Stockholder of an outdated, defective offers or otherwise unavailable Prospectus after the Company has notified such Selling Stockholder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Selling Stockholder and prior to the receipt by such Selling Stockholder of written notice that any Registration Statement Deficiency Event has been cured and that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company shall notify the Selling Stockholders promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions contemplated by Section 4.17 of the Securities Purchase Agreement of which the Company is aware. Such indemnity shall remain in full force and effect regardless of any investigation made sales effected by or on behalf of such indemnified person and holder “by means of” (as defined in Rule 159A) a “free writing prospectus” (as such term is defined in Rule 405) that was not authorized in writing by the Acquirer. This indemnity shall survive be in addition to any liability the transfer of any Registrable Securities by any of the Selling Stockholder in accordance with Section 5.7 of the Securities Purchase AgreementAcquirer may otherwise have.

Registration Statement Indemnification. The Company shall (i) Parent will indemnify and hold harmless each Selling Stockholder Seller Indemnitee against any Losses and Liabilities (as defined or actions in Annex A), the officers, directors, members, partners, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure respect thereof) to perform under a margin call of Common Stock), investment advisors and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each Person who controls which any such Selling Stockholder (within the meaning of Section 15 of Seller Indemnitee may become subject under the Securities Act or Section 20 of the Exchange Act) and the officersotherwise, directors, members, stockholders, partners, agents and employees (and any other Persons with a functionally equivalent role of a Person holding insofar as such titles, notwithstanding a lack of such title or any other title) of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs Losses and Liabilities (including, without limitation, reasonable attorneys’ feesor actions in respect thereof) and expenses (collectively, “Losses”), as incurred, arising arise out of or relating to (1) are based upon any untrue or alleged untrue statement of a material fact contained in a Resale any Registration Statement, prospectus, preliminary prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any prospectus in a Resale Registration Statement (each, a “Prospectus”successor rule thereto) or any form of prospectus or in any amendment thereof or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus a prospectus, preliminary prospectus or supplement theretofree writing prospectus, in light of the circumstances under which they were made) not misleading misleading; and shall reimburse Seller Indemnitees for any reasonable legal or (2) any violation or alleged violation other expenses reasonably incurred by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, them in connection with the performance of its obligations under Section 4.17 of the Securities Purchase Agreementinvestigating or defending any such claims, except to the extentLosses and Liabilities (or actions in respect thereof); provided, but only to the extenthowever, that Parent shall not be required to provide indemnification pursuant to this Section 5.16(j)(i): (iA) such untrue statements where the claims, Losses and Liabilities (or omissions actions in respect thereof) are based solely upon caused by or contained in any information regarding such Selling Stockholder furnished in writing to the Company Parent by such Selling Stockholder Seller (or its representatives representative) or approved by Seller (or its Representative) expressly for use therein; (B) where the claims, Losses and Liabilities (or actions in respect thereof) are caused by Seller’s failure to the extent that deliver a copy of such information relates to such Selling Stockholder or such Selling Stockholder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Selling Stockholder expressly for use in a Resale Registration Statement, such Prospectus prospectus, preliminary prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or in any amendment successor rule thereto) or supplement any amendments or supplements thereto (it being understood that if the Selling Stockholder has approved Annex A hereto for this purpose) same was required by applicable Law to be so delivered); or (iiC) where the claims, Losses and Liabilities (or actions in the case of an occurrence of a Registration Statement Deficiency Event, the use by such Selling Stockholder of an outdated, defective respect thereof) relate to offers or otherwise unavailable Prospectus after the Company has notified such Selling Stockholder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Selling Stockholder and prior to the receipt by such Selling Stockholder of written notice that any Registration Statement Deficiency Event has been cured and that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company shall notify the Selling Stockholders promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions contemplated by Section 4.17 of the Securities Purchase Agreement of which the Company is aware. Such indemnity shall remain in full force and effect regardless of any investigation made sales effected by or on behalf of Seller “by means of” (as defined in Rule 159A) a “free writing prospectus” (as such indemnified person and term is defined in Rule 405) that was not authorized in writing by Parent. This indemnity shall survive the transfer of be in addition to any Registrable Securities by any of the Selling Stockholder in accordance with Section 5.7 of the Securities Purchase Agreementliability Parent may otherwise have.

Registration Statement Indemnification. (i) The Company shall will indemnify and hold harmless each Selling Stockholder (as defined in Annex A), the officers, directors, members, partners, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each Person who controls any such Selling Stockholder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, members, stockholders, partners, agents and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Person, to the fullest extent permitted by applicable law, from and Holder Indemnitee against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”)) to which he may become subject under the Securities Act or otherwise, insofar as incurred, arising such Losses arise out of or relating to (1) are based upon any untrue or alleged untrue statement of a material fact contained in a Resale any Registration Statement, any prospectus, preliminary prospectus, free writing prospectus (as defined in a Resale Registration Statement (each, a “Prospectus”Rule 405) or any form of prospectus or in any amendment thereof or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus a prospectus, preliminary prospectus or supplement theretofree writing prospectus, in light of the circumstances under which they were made) not misleading misleading; and shall reimburse Holder Indemnitees for any actual and documented legal or (2) any violation or alleged violation other expenses reasonably incurred by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, them in connection with the performance of its obligations under Section 4.17 of the Securities Purchase Agreementinvestigating or defending any such Losses; provided, except to the extent, but only to the extenthowever, that the Company shall not be required to provide indemnification pursuant to this Section 18(j)(i): (iA) such untrue statements where the Losses are caused by or omissions are based solely upon contained in any information regarding such Selling Stockholder furnished in writing to the Company by such Selling Stockholder the Holder (or its representatives representative) or approved by a the Holder (or its representative) expressly for use therein, or ; (B) where the Losses are caused by the Holder’s failure to the extent that deliver a copy of such information relates to such Selling Stockholder or such Selling Stockholder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Selling Stockholder expressly for use in a Resale Registration Statement, such Prospectus prospectus, preliminary prospectus, free writing prospectus (as defined in Rule 405) or in any amendment amendments or supplement supplements thereto (it being understood that if the Selling Stockholder has approved Annex A hereto for this purpose) same was required by applicable Law to be so delivered); or (iiC) in where the case of an occurrence of a Registration Statement Deficiency Event, the use by such Selling Stockholder of an outdated, defective Losses relate to offers or otherwise unavailable Prospectus after the Company has notified such Selling Stockholder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Selling Stockholder and prior to the receipt by such Selling Stockholder of written notice that any Registration Statement Deficiency Event has been cured and that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company shall notify the Selling Stockholders promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions contemplated by Section 4.17 of the Securities Purchase Agreement of which the Company is aware. Such indemnity shall remain in full force and effect regardless of any investigation made sales effected by or on behalf of such indemnified person and shall survive the transfer of any Registrable Securities Holder “by any of the Selling Stockholder means of” (as defined in accordance with Section 5.7 of Rule 159A under the Securities Purchase AgreementAct or any successor rule thereto) a “free writing prospectus” (as defined in Rule 405) that was not authorized in writing by the Company. This indemnity shall be in addition to any liability the Company may otherwise have.

Registration Statement Indemnification. The Company shall (i) Parent will indemnify and hold harmless each Selling Stockholder Indemnitee against any Damages and Liabilities (as defined or actions in Annex A), the officers, directors, members, partners, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure respect thereof) to perform which he may become subject under a margin call of Common Stock), investment advisors and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each Person who controls any such Selling Stockholder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officersotherwise, directors, members, stockholders, partners, agents and employees (and any other Persons with a functionally equivalent role of a Person holding insofar as such titles, notwithstanding a lack of such title or any other title) of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs Damages and Liabilities (including, without limitation, reasonable attorneys’ feesor actions in respect thereof) and expenses (collectively, “Losses”), as incurred, arising arise out of or relating to (1) are based upon any untrue or alleged untrue statement of a material fact contained in a Resale any Registration Statement, prospectus, preliminary prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any prospectus in a Resale Registration Statement (each, a “Prospectus”successor rule thereto) or any form of prospectus or in any amendment thereof or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus a prospectus, preliminary prospectus or supplement theretofree writing prospectus, in light of the circumstances under which they were made) not misleading misleading; and shall reimburse Stockholder Indemnitees for any reasonable legal or (2) any violation or alleged violation other expenses reasonably incurred by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, them in connection with the performance of its obligations under Section 4.17 of the Securities Purchase Agreementinvestigating or defending any such claims, except to the extentDamages and Liabilities (or actions in respect thereof); provided, but only to the extenthowever, that Parent shall not be required to provide indemnification pursuant to this Section 5.6(j)(i): (iA) such untrue statements where the claims, Damages and Liabilities (or omissions actions in respect thereof) are based solely upon caused by or contained in any information regarding such Selling Stockholder furnished in writing to the Company Parent by such Selling a Stockholder (or its representatives representative) or approved by a Stockholder (or its Representative) expressly for use therein; (B) where the claims, Damages and Liabilities (or to the extent that such information relates to such Selling Stockholder or such Selling actions in respect thereof) are caused by a Stockholder’s proposed method failure to deliver a copy of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Selling Stockholder expressly for use in a Resale the Registration Statement, such Prospectus prospectus, preliminary prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or in any amendment successor rule thereto) or supplement any amendments or supplements thereto (it being understood that if the Selling Stockholder has approved Annex A hereto for this purpose) same was required by applicable Law to be so delivered); or (iiC) where the claims, Damages and Liabilities (or actions in the case of an occurrence of a Registration Statement Deficiency Event, the use by such Selling Stockholder of an outdated, defective respect thereof) relate to offers or otherwise unavailable Prospectus after the Company has notified such Selling Stockholder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Selling Stockholder and prior to the receipt by such Selling Stockholder of written notice that any Registration Statement Deficiency Event has been cured and that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company shall notify the Selling Stockholders promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions contemplated by Section 4.17 of the Securities Purchase Agreement of which the Company is aware. Such indemnity shall remain in full force and effect regardless of any investigation made sales effected by or on behalf of any Stockholder “by means of” (as defined in Rule 159A) a “free writing prospectus” (as such indemnified person and term is defined in Rule 405) that was not authorized in writing by Parent. This indemnity shall survive the transfer of be in addition to any Registrable Securities by any of the Selling Stockholder in accordance with Section 5.7 of the Securities Purchase Agreementliability Parent may otherwise have.

Registration Statement Indemnification. The Company shall indemnify and hold harmless each Selling Stockholder (as defined in Annex A), the officers, directors, members, partners, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stockcommon stock), investment advisors and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each Person who controls any such Selling Stockholder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, members, stockholders, partners, agents and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Resale Registration Statement, any prospectus in a Resale Registration Statement (each, a “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 of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (2) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under Section 4.17 3.5 of the Securities Purchase Subscription Agreement, except to the extent, but only to the extent, that (i) such untrue statements or omissions are based solely upon information regarding such Selling Stockholder furnished in writing to the Company by such Selling Stockholder or its representatives expressly for use therein, or to the extent that such information relates to such Selling Stockholder or such Selling Stockholder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Selling Stockholder expressly for use in a Resale Registration Statement, such Prospectus or in any amendment or supplement thereto (it being understood that the Selling Stockholder has approved Annex A hereto for this purpose) or (ii) in the case of an occurrence of a Registration Statement Deficiency Event, the use by such Selling Stockholder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Selling Stockholder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Selling Stockholder and prior to the receipt by such Selling Stockholder of written notice that any Registration Statement Deficiency Event has been cured and that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company shall notify the Selling Stockholders promptly of the institutionAs used herein, threat or assertion of any Proceeding arising from or in connection with the transactions contemplated by Section 4.17 of the Securities Purchase Agreement of which the Company is aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified person and shall survive the transfer of any Registrable Securities by any of the Selling Stockholder in accordance with Section 5.7 of the Securities Purchase Agreement.a “

Registration Statement Indemnification. The Company shall indemnify and hold harmless each Selling Stockholder (as defined in Annex A), the officers, directors, members, partners, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each Person who controls any such Selling Stockholder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, members, stockholders, partners, agents and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Resale Registration Statement, any prospectus in a Resale Registration Statement (each, a “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 of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (2) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under Section 4.17 of the Securities Purchase Agreement, except to the extent, but only to the extent, that (i) such untrue statements or omissions are based solely upon information regarding such Selling Stockholder furnished in writing to the Company by such Selling Stockholder or its representatives expressly for use therein, or to the extent that such information relates to such Selling Stockholder or such Selling Stockholder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Selling Stockholder expressly for use in a Resale Registration Statement, such Prospectus or in any amendment or supplement thereto (it being understood that the Selling Stockholder has approved Annex A hereto for this purpose) or (ii) in the case of an occurrence of a Registration Statement Deficiency Event, the use by such Selling Stockholder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Selling Stockholder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Selling Stockholder and prior to the receipt by such Selling Stockholder of written notice that any Registration Statement Deficiency Event has been cured and that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company shall notify the Selling Stockholders promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions contemplated by Section 4.17 of the Securities Purchase Agreement of which the Company is aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified person and shall survive the transfer of any Registrable Securities by any of the Selling Stockholder in accordance with Section 5.7 of the Securities Purchase Agreement.. Capitalized terms used and not otherwise defined herein that are defined in the Securities Purchase

Registration Statement Indemnification. The Company shall (i) Parent will indemnify and hold harmless each Selling Stockholder Shareholder Indemnitee against any Losses and Liabilities (as defined or actions in Annex A), the officers, directors, members, partners, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure respect thereof) to perform which he may become subject under a margin call of Common Stock), investment advisors and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each Person who controls any such Selling Stockholder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officersotherwise, directors, members, stockholders, partners, agents and employees (and any other Persons with a functionally equivalent role of a Person holding insofar as such titles, notwithstanding a lack of such title or any other title) of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs Losses and Liabilities (including, without limitation, reasonable attorneys’ feesor actions in respect thereof) and expenses (collectively, “Losses”), as incurred, arising arise out of or relating to (1) are based upon any untrue or alleged untrue statement of a material fact contained in a Resale any Registration Statement, prospectus, preliminary prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any prospectus in a Resale Registration Statement (each, a “Prospectus”successor rule thereto) or any form of prospectus or in any amendment thereof or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus a prospectus, preliminary prospectus or supplement theretofree writing prospectus, in light of the circumstances under which they were made) not misleading misleading; and shall reimburse Shareholder Indemnitees for any reasonable legal or (2) any violation or alleged violation other expenses reasonably incurred by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, them in connection with the performance of its obligations under Section 4.17 of the Securities Purchase Agreementinvestigating or defending any such claims, except to the extentLosses and Liabilities (or actions in respect thereof); provided, but only to the extenthowever, that Parent shall not be required to provide indemnification pursuant to this Section 6.6(j)(i): (iA) such untrue statements where the claims, Losses and Liabilities (or omissions actions in respect thereof) are based solely upon caused by or contained in any information regarding such Selling Stockholder furnished in writing to the Parent by a Company by such Selling Stockholder Equityholder (or its representatives representative) or approved by a Company Equityholder (or its Representative) expressly for use therein; (B) where the claims, Losses and Liabilities (or actions in respect thereof) are caused by a Company Equityholder’s failure to the extent that deliver a copy of such information relates to such Selling Stockholder or such Selling Stockholder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Selling Stockholder expressly for use in a Resale Registration Statement, such Prospectus prospectus, preliminary prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or in any amendment successor rule thereto) or supplement any amendments or supplements thereto (it being understood that if the Selling Stockholder has approved Annex A hereto for this purpose) same was required by applicable Law to be so delivered); or (iiC) where the claims, Losses and Liabilities (or actions in the case of an occurrence of a Registration Statement Deficiency Event, the use by such Selling Stockholder of an outdated, defective respect thereof) relate to offers or otherwise unavailable Prospectus after the Company has notified such Selling Stockholder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Selling Stockholder and prior to the receipt by such Selling Stockholder of written notice that any Registration Statement Deficiency Event has been cured and that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company shall notify the Selling Stockholders promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions contemplated by Section 4.17 of the Securities Purchase Agreement of which the Company is aware. Such indemnity shall remain in full force and effect regardless of any investigation made sales effected by or on behalf of any Company Equityholder “by means of” (as defined in Rule 159A) a “free writing prospectus” (as such indemnified person and term is defined in Rule 405) that was not authorized in writing by Parent. This indemnity shall survive the transfer of be in addition to any Registrable Securities by any of the Selling Stockholder in accordance with Section 5.7 of the Securities Purchase Agreement.liability Parent may otherwise have. 76