Common use of Indemnification by the Holder Clause in Contracts

Indemnification by the Holder. Each Holder of Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof will indemnify and hold harmless the Issuer, and any Person who controls the Issuer within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and any officer, director, employee, agent, partner, member or affiliate of the Issuer (each, an “Issuer Indemnified Party”) from and against, and will reimburse the Issuer Indemnified Parties with respect to, any and all losses, damages, liabilities, costs or reasonably incurred expenses to which such Issuer Indemnified Parties may become subject under the Securities Act or otherwise, insofar as such losses, damages, liabilities, costs or reasonably incurred expenses are caused by 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 are caused by the omission or the 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 conformity with written information furnished by such Holder specifically for use in the preparation thereof; provided, however, that the liability of any Holder pursuant to this Section 9.2 shall be limited to an amount not to exceed the net proceeds received by such Holder from the sale of Registrable Securities pursuant to the registration statement which gives rise to such obligation to indemnify.

Indemnification by the Holder. Each (a) In connection with any Demand Registration and/or Piggy-Back Registration, the Holder of Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof will shall indemnify and hold harmless the IssuerCompany and each of its directors, officers, employees, agents and any Person who controls the Issuer within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and any officer, director, employee, agent, partner, member or affiliate of the Issuer (each, an “Issuer Indemnified Party”) shareholders from and againstagainst any loss (excluding loss of profits), liability, claim, damage and will reimburse the Issuer Indemnified Parties with respect toexpense whatsoever (including reasonable legal fees and expenses), including any and all lossesamounts paid in settlement of any investigation, damagesorder, liabilitieslitigation, costs proceeding or reasonably incurred expenses to which such Issuer Indemnified Parties may become subject under the Securities Act claim, joint or otherwiseseveral, insofar as such lossesincurred, damages, liabilities, costs arising out of or reasonably incurred expenses are caused by based on any untrue statement or alleged untrue statement omission of any material fact contained in such registration statement, any prospectus contained therein or any amendment or supplement thereto, or are caused by the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereinfact, 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 of a material fact, made or alleged omission was so required to be made solely in the Prospectus or the Registration Statement, as applicable, included in reliance upon and in conformity with written information furnished to the Company by such the Holder specifically for use in the preparation thereofProspectus or Registration Statement or as incurred, arising out of or based upon any failure to comply with applicable Securities Laws or the U.S. Securities Act (other than any failure to comply with applicable Securities Laws or the U.S. Securities Act by the Company), including, for greater certainty, for any amounts paid pursuant to Section 3.2; provided, however, provided that the liability Holder shall not be liable under this Section 3.3(a) for any settlement of any action effected without its written consent, which consent shall not be unreasonably withheld or delayed; provided further that the indemnity provided for in this Section 3.3(a) shall not apply to any loss, liability, claim, damage or expense to the extent arising out of an untrue statement or omission or alleged untrue statement or omission contained in any Prospectus or Registration Statement relating to a Demand Registration and/or Piggy Back Registration if the Company or any underwriter failed to send or deliver a copy of the Prospectus or the U.S. Prospectus, as applicable, to the Person asserting such losses, liabilities, claims, damages or expenses on or prior to the delivery of written confirmation of any sale of securities covered thereby to such Person in any case where such Prospectus or U.S. Prospectus corrected such untrue statement or omission. Any amounts advanced by the Holder to an Indemnified Party pursuant to this Section 9.2 3.3(a) as a result of such losses shall be limited to an amount not to exceed the net proceeds received by such Holder from the sale of Registrable Securities pursuant returned to the registration statement which gives rise Holder if it is finally determined by a court in a judgment not subject to appeal or final review that such obligation Indemnified Party was not entitled to indemnifyindemnification by the Holder.

Indemnification by the Holder. Each Holder of Registrable Securities Option Shares which are included in a registration statement pursuant to the provisions of Section 7 5 hereof will indemnify and hold harmless the IssuerCompany, and any Person who controls the Issuer Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and any officer, director, employee, agent, partner, member or affiliate of the Issuer Company (each, an “Issuer Company Indemnified Party”) from and against, and will reimburse the Issuer Company Indemnified Parties with respect to, any and all losses, damages, liabilities, costs or reasonably incurred expenses to which such Issuer Company Indemnified Parties may become subject under the Securities Act or otherwise, insofar as such losses, damages, liabilities, costs or reasonably incurred expenses are caused by 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 are caused by the omission or the 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 conformity with written information furnished by such Holder specifically for use in the preparation thereof; provided, however, that the liability of any Holder pursuant to this Section 9.2 9(b) shall be limited to an amount not to exceed the net proceeds received by such Holder from the sale of Registrable Securities Option Shares pursuant to the registration statement which gives rise to such obligation to indemnify.

Indemnification by the Holder. Each Holder of Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 6 hereof will indemnify and hold harmless the Issuer, and any Person who controls the Issuer within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and any officer, director, employee, agent, partner, member or affiliate of the Issuer (each, an “Issuer Indemnified Party”) from and against, and will reimburse the Issuer Indemnified Parties with respect to, any and all losses, damages, liabilities, costs or reasonably incurred expenses to which such Issuer Indemnified Parties may become subject under the Securities Act or otherwise, insofar as such losses, damages, liabilities, costs or reasonably incurred expenses are caused by 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 are caused by the omission or the 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 conformity with written information furnished by such Holder specifically for use in the preparation thereof; provided, however, that the liability of any Holder pursuant to this Section 9.2 7.2 shall be limited to an amount not to exceed the net proceeds received by such Holder from the sale of Registrable Securities pursuant to the registration statement which gives rise to such obligation to indemnify.

Indemnification by the Holder. Each The Holder of Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof will shall indemnify and hold harmless the IssuerCompany, its directors, officers, agents and any employees, each Person who controls the Issuer Company (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act), and any officerthe directors, directorofficers, employeeagents or employees of such controlling Persons, agentto the fullest extent permitted by applicable law, partner, member or affiliate of the Issuer (each, an “Issuer Indemnified Party”) from and againstagainst all Losses, and will reimburse as incurred, to the Issuer Indemnified Parties with respect to, any and all losses, damages, liabilities, costs extent arising out of or reasonably incurred expenses to which such Issuer Indemnified Parties may become subject under the Securities Act or otherwise, insofar as such losses, damages, liabilities, costs or reasonably incurred expenses are caused by based solely upon: any untrue or alleged untrue statement of any a material fact contained in such registration statementany Registration Statement, any prospectus contained therein Prospectus, or in any amendment or supplement theretothereto or in any preliminary prospectus, or are caused by the arising out of or relating to any omission or the alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of any Prospectus or supplement thereto, in light of the circumstances in under which they were made, ) not misleading, in each case misleading (i) to the extent, but only to the extent, that such untrue statement or alleged omission is contained in any information so furnished in writing by the Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to the Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the liability ofa Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by the Holder in connection with any claim relating to this Section 5 and the amount of any damages the Holder has otherwise been required to pay by reason of such untrue statement or omission or alleged omission was so made solely in reliance upon and in conformity with written information furnished by such Holder specifically for use in the preparation thereof; provided, however, that the liability of any Holder pursuant to this Section 9.2 shall be limited to an amount not to exceed the net proceeds omission) received by such the Holder from upon the sale of the Registrable Securities pursuant to included in the registration statement which gives Registration Statement giving rise to such obligation to indemnifyindemnification obligation.

Indemnification by the Holder. Each (a) In connection with any Demand Registration and/or Piggy-Back Registration that includes Registrable Securities, the Holder of Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof will shall indemnify and hold harmless the IssuerCompany and each of its directors, officers, employees and any Person who controls the Issuer within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and any officer, director, employee, agent, partner, member or affiliate of the Issuer (each, an “Issuer Indemnified Party”) agents from and againstagainst any loss (excluding loss of profits), liability, claim, damage and will reimburse the Issuer Indemnified Parties with respect toexpense whatsoever (including reasonable legal fees and expenses), including any and all lossesamounts paid in settlement of any investigation, damagesorder, liabilitieslitigation, costs proceeding or reasonably incurred expenses to which such Issuer Indemnified Parties may become subject under the Securities Act claim, joint or otherwiseseveral, insofar as such lossesincurred, damages, liabilities, costs arising out of or reasonably incurred expenses are caused by based on any untrue statement or alleged untrue statement omission of any material fact contained in such registration statement, any prospectus contained therein or any amendment or supplement thereto, or are caused by the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereinfact, 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 of a material fact, made or alleged omission was so required to be made solely in the Prospectus or the Registration Statement, as applicable, included in reliance upon and in conformity with written information furnished to the Company by such or on behalf of the Holder specifically for use in the preparation thereofProspectus or Registration Statement; provided, howeverthat the Holder shall not be liable under this Section 3.3(a) of this Schedule 3 for any settlement of any action effected without its written consent, which consent shall not be unreasonably withheld or delayed; provided, further, that the liability indemnity provided for in this Section 3.3(a) of this Schedule 3 shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or based upon any untrue statement or omission or alleged untrue statement or omission contained in any Prospectus or Registration Statement relating to a Demand Registration and/or Piggy Back Registration if the Company or any underwriter failed to send or deliver a copy of the Prospectus or the U.S. Prospectus, as applicable, to the Person asserting such losses, liabilities, claims, damages or expenses on or prior to the delivery of written confirmation of any sale of securities covered thereby to such Person in any case where such Prospectus or U.S. Prospectus corrected such untrue statement or omission. Any amounts advanced by the Holder to an Indemnified Party pursuant to this Section 9.2 3.3(a) of this Schedule 3 as a result of such losses shall be limited to an amount not to exceed the net proceeds received by such Holder from the sale of Registrable Securities pursuant returned to the registration statement which gives rise Holder if it is finally determined by a court in a judgment not subject to appeal or final review that such obligation Indemnified Party was not entitled to indemnifyindemnification by the Holder.

Indemnification by the Holder. Each Holder of Registrable Securities Shares which are included in a registration statement pursuant to the provisions of Section 7 6 hereof will indemnify and hold harmless the Issuer, and any Person who controls the Issuer within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and any officer, director, employee, agent, partner, member or affiliate of the Issuer (each, an “Issuer Indemnified Party”) from and against, and will reimburse the Issuer Indemnified Parties with respect to, any and all losses, damages, liabilities, costs or reasonably incurred expenses to which such Issuer Indemnified Parties may become subject under the Securities Act or otherwise, insofar as such losses, damages, liabilities, costs or reasonably incurred expenses are caused by 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 are caused by the omission or the 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 conformity with written information furnished by such Holder specifically for use in the preparation thereof; provided, however, that the liability of any Holder pursuant to this Section 9.2 7.2 shall be limited to an amount not to exceed the net proceeds received by such Holder from the sale of Registrable Securities pursuant to the registration statement which gives rise to such obligation to indemnify.

Indemnification by the Holder. Each In connection with any Piggyback Registration Statement in which the Holder of Registrable Securities which are included in is a registration statement pursuant selling stockholder, the Holder agrees to indemnify, to the provisions of Section 7 hereof will indemnify extent permitted by law, the Company, its directors, officers, employees and hold harmless the Issuer, agents and any Person each person who controls the Issuer Company (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Actapplicable federal and state securities laws), and any officerinvestment advisor thereof or agent therefor against any losses, director, employee, agent, partner, member or affiliate of the Issuer (each, an “Issuer Indemnified Party”) from and against, and will reimburse the Issuer Indemnified Parties with respect to, any and all lossesclaims, damages, liabilities, costs or reasonably incurred liabilities and expenses to which such Issuer Indemnified Parties may become subject under the Securities Act or otherwise, insofar as such losses, damages, liabilities, costs or reasonably incurred expenses are caused by (including reasonable legal fees and expenses) resulting from (i) any untrue statement or alleged untrue statement of any a material fact contained in such the registration statement, any prospectus contained therein or preliminary prospectus, or any amendment thereof or supplement thereto, or are caused by the any omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of a prospectus or prelimi nary prospectus, 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 is made solely in reliance upon and in conformity with written or failed to be contained in any information with respect to the Holder furnished in writing by such the Holder or its representatives specifically for use in the preparation thereofinclusion therein; provided, however, that (ii) Holder's negligence; or (iii) Holder's misfeasance. In no event shall the liability of any the Holder pursuant to this Section 9.2 shall hereunder be limited to an greater in amount not to exceed than the net dollar amount of the proceeds received by such the Holder from upon the sale of the Registrable Securities pursuant to the registration statement which gives giving rise to such obligation to indemnifyindemnification obligation.

Indemnification by the Holder. Each To the extent permitted by law, each Holder of Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof will indemnify and hold harmless the Issuerseverally, and any not jointly, indemnify the Company, each of its directors and officers, and each Person who controls the Issuer Company within the meaning of either Section 15 of the Securities Act or Section 20 Act, against all claims, losses, damages and liabilities (and all Proceedings in respect thereof), including any of the Exchange Actforegoing incurred in settlement of any Proceeding, and any officercommenced or threatened (subject to Section 6.6(c) below), director, employee, agent, partner, member arising out of or affiliate of the Issuer (each, an “Issuer Indemnified Party”) from and against, and will reimburse the Issuer Indemnified Parties with respect to, any and all losses, damages, liabilities, costs or reasonably incurred expenses to which such Issuer Indemnified Parties may become subject under the Securities Act or otherwise, insofar as such losses, damages, liabilities, costs or reasonably incurred expenses are caused by based on any untrue statement (or alleged untrue statement statement) of any a material fact contained in such registration statementthe Registration Statements, any prospectus contained therein prospectuses, or any amendment amendments or supplement theretosupplements thereof, or are caused by the based on any omission (or the alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements thereintherein not misleading, in the light of the circumstances in which they were made, not misleadingand will reimburse the Company, such directors and officers, 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 Proceeding, as such expenses are 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 conformity with written information furnished to the Company by such or on behalf of the Holder specifically for use in preparation of the preparation thereofRegistration Statements, prospectuses, amendments or supplements; provided, however, provided that the indemnity shall not apply to the extent that such claim, loss, damage or liability results from the fact that a current copy of any Holder the prospectuses was not made available to the person or entity asserting the loss, liability, claim or damage at or prior to the time such furnishing is required by the Securities Act and the Final Prospectuses would have cured the defect giving rise to such loss, claim, damage or liability. Notwithstanding the foregoing, a Holder’s aggregate liability pursuant to this Section 9.2 subsection (b) and subsection (d) shall be limited to an amount not to exceed the net proceeds amount received by such the Holder from the sale of the Registrable Securities pursuant to the registration statement which gives rise to such obligation to indemnifySecurities.

Indemnification by the Holder. Each Holder In the event of any registration of any of the Registrable Securities which are included in a registration statement under the Securities Act pursuant to the provisions of Section 7 hereof this Agreement, each selling Holder, severally and not jointly, will indemnify and hold harmless the IssuerCompany, each of its directors, and any Person officers, each underwriter involved in such registration, each other selling Holder and their respective officers, directors, and partners and each person, if any, who controls the Issuer Company or any such underwriter or selling Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and against any officer, director, employee, agent, partner, member or affiliate of the Issuer (each, an “Issuer Indemnified Party”) from and against, and will reimburse the Issuer Indemnified Parties with respect to, any and all losses, damagesclaims, liabilitiesdamages or liabilities (or actions in respect thereof), costs or reasonably incurred expenses to which the Company, such Issuer Indemnified Parties directors and officers, such underwriter or selling Holder or its respective officers, directors, stockholders or partners or controlling person may become subject under the Securities Act or otherwisesubject, insofar as such losses, damagesclaims, liabilities, costs damages or reasonably incurred expenses liabilities (or actions in respect thereof) arise out of or are caused by based upon any untrue statement or alleged untrue statement of any a material fact contained in any Registration Statement under which such registration statementRegistrable Securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein in such Registration Statement, or any amendment or supplement theretoto such Registration Statement, or arise out of or are caused by the based upon any omission or the alleged 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 are made, not misleadingand will reimburse the Company, the underwriters, each other selling Holder and their respective officers, directors, stockholders, partners and controlling person for any legal or any other expenses reasonably incurred by any of them in each case to connection with investigating or defending any such loss, claim, damage, liability or action, if 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 conformity with written information furnished in writing to the Company by or on behalf of such selling Holder or its officers, directors, stockholders or partners or controlling persons, specifically for use in connection with the preparation thereofof such Registration Statement, preliminary prospectus or final prospectus or amendment or supplement thereto; provided, however, that the liability maximum obligation of any each selling Holder pursuant to this Section 9.2 for indemnification shall be limited to an amount not to exceed the net proceeds received by such Holder it from the sale of Registrable Securities pursuant to the registration statement which gives rise to such obligation to indemnifyRegistration Statement.

Indemnification by the Holder. Each In connection with any Registration Statement in which the Holder of is participating by registering Registrable Securities which are included in a registration statement pursuant Securities, the Holder agrees, severally but not jointly, to the provisions of Section 7 hereof will indemnify and hold harmless harmless, to the Issuerfullest extent permitted by Law, the Company, the officers and directors of the Company, and any each Person who controls the Issuer (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, and any officereach underwriter, director, employee, agent, partner, member or affiliate of the Issuer (each, an “Issuer Indemnified Party”) from and againstif any, and will reimburse each Person who controls (within the Issuer Indemnified Parties with respect to, any and all losses, damages, liabilities, costs or reasonably incurred expenses to which such Issuer Indemnified Parties may become subject under meaning of Section 15 of the Securities Act or otherwiseSection 20 of the Exchange Act) such underwriter (collectively, insofar “Company Indemnitees”), from and against any and all Losses, as such lossesincurred, damages, liabilities, costs arising out of or reasonably incurred expenses are caused by based on any untrue statement (or alleged untrue statement statement) of any a material fact contained in any such registration statementRegistration Statement (or in any preliminary or final Prospectus contained therein, any prospectus contained document incorporated by reference therein or Issuer Free Writing Prospectus related thereto) or any other offering circular or any amendment of or supplement theretoto any of the foregoing or any other document incident to such registration, or are caused by the any omission (or the alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of a final or preliminary Prospectus, in light of the circumstances in under which they were made, ) not misleading, in each case solely to the extent, but only to the extent, 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 (or in any preliminary or final Prospectus contained therein, any document incorporated by reference therein or Issuer Free Writing Prospectus related thereto), offering circular, or any amendment of or supplement to any of the foregoing or other document in reliance upon and in conformity with written information furnished to the Company by the Holder for inclusion in such Holder specifically for use document. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the preparation thereof; providedCompany or any of its directors, however, officers or controlling Persons. The Company may require as a condition to its including Registrable Securities in any Registration Statement filed hereunder that the liability holder thereof acknowledge its agreement to be bound by the provisions of any Holder pursuant this Agreement (including Section 2.6) applicable to this Section 9.2 shall be limited to an amount not to exceed the net proceeds received by such Holder from the sale of Registrable Securities pursuant to the registration statement which gives rise to such obligation to indemnifyit.

Indemnification by the Holder. Each The Holder of Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof will shall, severally and not jointly, indemnify and hold harmless the IssuerCompany, its directors, officers and any employees, each Person who controls the Issuer Company (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act), and any officerthe directors, directorofficers or employees of such controlling Persons, employeeto the fullest extent permitted by applicable law, agent, partner, member or affiliate of the Issuer (each, an “Issuer Indemnified Party”) from and against, and will reimburse the Issuer Indemnified Parties with respect to, against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of any and all losses, damages, liabilities, costs or reasonably incurred expenses to which such Issuer Indemnified Parties may become subject under the Securities Act or otherwise, insofar as such losses, damages, liabilities, costs or reasonably incurred expenses are caused by any untrue or alleged untrue statement of any a material fact contained in such registration statementthe Registration Statement, any prospectus contained therein Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or are caused by the arising solely out of any omission or the alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances in under which they were made, ) not misleading, in each case misleading to the extent, but only to the extent, that (i) such untrue statement or alleged untrue statement omission is based solely upon information regarding the Holder furnished in writing to the Company by the Holder expressly for use in such Registration Statement or omission Prospectus, or alleged omission to the extent that such information relates to the Holder or the Holder’s proposed method of distribution of Registrable Securities contained in Exhibit B or such other method of distribution that was so made solely reviewed and expressly approved in reliance upon and in conformity with written information furnished writing by such the Holder specifically expressly for use in the preparation thereof; providedRegistration Statement, howeversuch Prospectus or such form of Prospectus or in any amendment or supplement thereto or (ii) in the case of an occurrence of an event of the type specified in clauses (v)-(vii) of Section 11(b)(iii) of this Warrant, the use by the Holder of an outdated or defective Prospectus after the Company has notified the Holder in writing that the Prospectus is outdated or defective and prior to the receipt by the Holder of the Advice contemplated in Section 11(e) of this Warrant. In no event shall the liability of any the Holder pursuant to this Section 9.2 shall hereunder be limited to an greater in amount not to exceed than the dollar amount of the net proceeds received by such the Holder from upon the sale of the Registrable Securities pursuant to the registration statement which gives giving rise to such obligation to indemnifyindemnification obligation, except in the case of fraud or willful misconduct by the Holder.

Indemnification by the Holder. Each The Holder of Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof will shall, severally and not jointly, indemnify and hold harmless the IssuerCompany, its directors, officers and any employees, each Person who controls the Issuer Company (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act), and any officerthe directors, directorofficers or employees of such controlling Persons, employeeto the fullest extent permitted by applicable law, agent, partner, member or affiliate of the Issuer (each, an “Issuer Indemnified Party”) from and against, and will reimburse the Issuer Indemnified Parties with respect to, against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of any and all losses, damages, liabilities, costs or reasonably incurred expenses to which such Issuer Indemnified Parties may become subject under the Securities Act or otherwise, insofar as such losses, damages, liabilities, costs or reasonably incurred expenses are caused by any untrue or alleged untrue statement of any a material fact contained in such registration statementthe Registration Statement, any prospectus contained therein Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or are caused by the arising solely out of any omission or the alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances in under which they were made, ) not misleading, in each case misleading to the extent, but only to the extent, that (i) such untrue statement or alleged untrue statement omission is based solely upon information regarding the Holder furnished in writing to the Company by the Holder expressly for use in such Registration Statement or omission Prospectus, or alleged omission to the extent that such information relates to the Holder or the Holder’s proposed method of distribution of Registrable Securities contained in Exhibit B or such other method of distribution that was so made solely reviewed and expressly approved in reliance upon and in conformity with written information furnished writing by such the Holder specifically expressly for use in the preparation thereof; providedRegistration Statement, howeversuch Prospectus or such form of Prospectus or in any amendment or supplement thereto or (ii) in the case of an occurrence of an event of the type specified in clauses (v)-(vii) of Section 11(b)(iii) of this Warrant, the use by the Holder of an outdated or defective Prospectus after the Company has notified the Holder in writing that the Prospectus is outdated or defective and prior to the receipt by the Holder of the Advice contemplated in Section 11(e) of this Warrant. In no event shall the liability of any the Holder pursuant to this Section 9.2 shall hereunder be limited to an greater in amount not to exceed than the dollar amount of the net proceeds (after accounting for any exercise price paid in cash by Holder for such Registrable Securities) received by such the Holder from upon the sale of the Registrable Securities pursuant to the registration statement which gives giving rise to such obligation to indemnifyindemnification obligation, except in the case of fraud or willful misconduct by the Holder.

Indemnification by the Holder. Each Holder of Registrable Securities Shares which are included in a registration statement pursuant to the provisions of Section 7 6 hereof will indemnify and hold harmless the Issuer, and any Person who controls the Issuer within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and any officer, director, employee, agent, partner, member or affiliate of the Issuer (each, an “"Issuer Indemnified Party”") from and against, and will reimburse the Issuer Indemnified Parties with respect to, any and all losses, damages, liabilities, costs or reasonably incurred expenses to which such Issuer Indemnified Parties may become subject under the Securities Act or otherwise, insofar as such losses, damages, liabilities, costs or reasonably incurred expenses are caused by 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 are caused by the omission or the 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 conformity with written information furnished by such Holder specifically for use in the preparation thereof; provided, however, that the liability of any Holder pursuant to this Section 9.2 7.2 shall be limited to an amount not to exceed the net proceeds received by such Holder from the sale of Registrable Securities pursuant to the registration statement which gives rise to such obligation to indemnify.

Indemnification by the Holder. Each Holder Holder, severally but not jointly, will, in the event that any Registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof will held by such Holder, indemnify and hold harmless the IssuerCompany, each of its directors and officers and each Underwriter (if any), and any Person each other Holder and each other Person, if any, who controls the Issuer another Holder or such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and against any officer, director, employee, agent, partner, member or affiliate of the Issuer (each, an “Issuer Indemnified Party”) from and against, and will reimburse the Issuer Indemnified Parties with respect to, any and all losses, damagesclaims, judgments, damages or liabilities, costs whether joint or reasonably incurred expenses to which such Issuer Indemnified Parties may become subject under the Securities Act or otherwiseseveral, insofar as such losses, damagesclaims, liabilitiesjudgments, costs damages or reasonably incurred expenses liabilities (or actions in respect thereof) arise out of or are caused by based upon any untrue statement or alleged allegedly untrue statement of any a material fact contained in any Registration Statement under which the sale of such registration statementRegistrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus, any "free writing prospectus," as such term is defined in Rule 405 under the Securities Act, or summary prospectus contained therein in the Registration Statement, or any amendment or supplement thereto, or arise out of or are caused by the based upon any omission or the 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, statement therein not misleading, in each case to if 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 conformity with written information furnished in writing to the Company by such Holder specifically expressly for use therein, and shall reimburse the Company, its directors and officers, and each other Holder or controlling Person for any legal or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss, claim, damage, liability or action. Notwithstanding the preparation thereof; provided, however, that the liability provisions of any Holder pursuant to this Section 9.2 7.2, the Holder shall not be limited required to an contribute any amount not to exceed in excess of the dollar amount of the net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by such the Holder from the sale of Registrable Securities pursuant to the registration statement which gives gave rise to such obligation to indemnifyindemnification obligation.

Indemnification by the Holder. Each Holder of Registrable Securities which are included in a registration statement pursuant agrees to the provisions of Section 7 hereof will indemnify and hold harmless the IssuerCompany, and any Person who controls the Issuer within the meaning of either Section 15 each present or past member of the Securities Act Board, each past or Section 20 of the Exchange Act, and any present officer, director, employee, agentretained professional, partneragent and investment adviser, member each past or affiliate present external advisor or manager, of the Issuer (eachCompany, an “Issuer Indemnified Party”) from and againstunderwriter, broker or other Person acting on behalf of the Holder, and will reimburse each other Person, if any, who Controls any of the Issuer Indemnified Parties foregoing, together with respect tothe members, partners, officers, directors, managers, trustees, stockholders, employees, retained professionals, agents and investment advisers of such Controlling Person, against any and all losses, claims, damages, liabilitiesliabilities and expenses (including, costs or reasonably incurred expenses without limitation, reasonable attorneys’ fees), to which the Company or any such Issuer Indemnified Parties indemnitees may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilitiesliabilities and expenses (or actions or proceedings, costs whether commenced or reasonably incurred expenses threatened, in respect thereof) arise out of or are caused by based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in or omission or alleged omission to state a material fact from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein therein, or any amendment or supplement thereto, or are caused by the omission or the 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 if such untrue statement or alleged untrue statement or omission or alleged omission was so made solely in reliance upon and in conformity with written information furnished provided by such Holder specifically for use or on such Holder’s behalf, or (ii) any violation or alleged violation of the Securities Act or state securities laws or rules thereunder by such Holder. Such indemnity shall remain in the preparation thereof; provided, however, that the liability full force and effect regardless of any investigation made by or on behalf of the Company or any such Board member, officer, employee, agent, investment adviser or Controlling Person and shall survive the transfer of such securities by any Holder. The obligation of a Holder pursuant to this Section 9.2 indemnify will be several and not joint, among the Holders of Registrable Securities and shall be limited to an amount not to exceed the net proceeds (after underwriting fees, commissions or discounts) actually received by such Holder from the sale of Registrable Securities pursuant to such registration statement, except in the registration statement which gives rise to case of fraud or willful misconduct by such obligation to indemnifyHolder.

Indemnification by the Holder. Each The Holder of Registrable Securities which are included in a registration statement pursuant agrees to the provisions of Section 7 hereof will indemnify and hold harmless the IssuerCompany and its officers, directors, members, partners, employees and agents, successors and assigns, and any Person each other person, if any, who controls or is under common control with the Issuer Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and any officer, director, employee, agent, partner, member or affiliate of the Issuer (each, an “Issuer Indemnified Party”) from and against, and will reimburse the Issuer Indemnified Parties with respect to, against any and all losses, damagesclaims, liabilities, costs damages or reasonably incurred expenses liabilities (or actions or proceedings in respect thereof) to which such Issuer Indemnified Parties the Company or its officers, directors, members, partners, employees, agents or controlling or controlled person may become subject (under the Securities Act or otherwise, ) insofar as such losses, damagesclaims, liabilities, costs damages or reasonably incurred expenses are caused by any untrue liabilities (or alleged untrue statement of any material fact contained actions or proceedings in such registration statement, any prospectus contained therein or any amendment or supplement theretorespect thereof) arise out of, or are caused by the omission or the 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 based upon an untrue statement or alleged untrue statement or omission or alleged omission was so made solely in such Registration Statement in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder specifically for use in preparation of the preparation thereofRegistration Statement, provided, however, that the Holder shall not be liable in any such case for any untrue statement included in any prospectus which statement has been corrected, in writing, by such Holder and delivered to the Company at least seven (7) business days before the sale from which such loss occurred, and the Holder will, as incurred, reimburse the Company and its officers, directors, members, partners, employees, agents or controlling or controlled person for any legal or other expenses reasonably incurred in investigating, defending or preparing to defend any such action, proceeding or claim; provided, however, that the liability Holder shall not be required to pay an indemnity in any amount in excess of any Holder pursuant to this Section 9.2 shall be limited to an amount not to exceed the net proceeds amount received by such the Holder from the sale of the Registrable Securities pursuant to which such indemnity relates; provided further, that the registration statement indemnity contained in this Section 18(b) shall not apply to amounts paid in settlement of any such loss, claim, damages or liability if such settlement is effected without the consent of the Holder (which gives rise to such obligation to indemnifyconsent shall not be unreasonably conditioned or withheld).

Indemnification by the Holder. Each In connection with the Shelf Registration Statement in which any Holder of Registrable Securities which are included is participating, the Holder shall furnish to SkyTerra in a registration statement pursuant writing such information as SkyTerra reasonably requests for use in connection with any such Shelf Registration Statement or Prospectus and, to the provisions of Section 7 hereof will extent permitted by law, the Holder shall indemnify SkyTerra, its directors, officers, employees and hold harmless the IssuerAffiliates, and any each Person who controls the Issuer SkyTerra (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act), and against any officerlosses, director, employee, agent, partner, member or affiliate of the Issuer (each, an “Issuer Indemnified Party”) from and against, and will reimburse the Issuer Indemnified Parties with respect to, any and all lossesclaims, damages, liabilities, costs and expenses (including reasonable attorneys fees) arising out of or reasonably incurred expenses to which such Issuer Indemnified Parties may become subject under the Securities Act or otherwise, insofar as such losses, damages, liabilities, costs or reasonably incurred expenses are caused by based on (i) any untrue or alleged untrue statement of any material fact contained in such registration statementthe Shelf Registration Statement, or any prospectus contained therein Prospectus (including any preliminary Prospectus) forming a part of the Shelf Registration Statement or any “issuer free writing prospectus” (as defined in Securities Act Rule 433) forming a part of the Shelf Registration Statement, or any amendment thereof or supplement thereto, ; or are caused by the (ii) any omission or the 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 under which they were made, not misleading; provided always, in each case to the extent, but that such indemnification obligations arise only to the extent, extent that any information so furnished in writing by the Holder contains such untrue statement or alleged untrue statement or omission or alleged omission was so made solely in reliance upon omits a material fact required to be stated therein necessary to make the statements therein not misleading; and in conformity with written information furnished by such Holder specifically for use in the preparation thereof; provided, further, however, that the liability obligation of any the Holder pursuant to this Section 9.2 indemnify SkyTerra hereunder shall be limited to an amount not to exceed the net proceeds received by such to the Holder from the sale of the Holder’s Registrable Securities pursuant to the registration statement which gives rise to such obligation to indemnifyShelf Registration Statement.

Indemnification by the Holder. Each To the extent permitted by law, the Holder of Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof will shall indemnify and hold harmless Sardy, each of its managers and officers who sign the IssuerRegistration Statement, the members, employees, representatives and agents of Sardy, legal counsel and accountants for Sardy, any underwriter, and any Person who controls the Issuer within the meaning controlling person of either Section 15 Sardy or any such underwriter, against any losses, claims, damages or liabilities to which any of the Securities Act or Section 20 of the Exchange Act, and any officer, director, employee, agent, partner, member or affiliate of the Issuer (each, an “Issuer Indemnified Party”) from and against, and will reimburse the Issuer Indemnified Parties with respect to, any and all losses, damages, liabilities, costs or reasonably incurred expenses to which such Issuer Indemnified Parties foregoing persons may become subject subject, under the Securities Act, the Exchange Act or otherwiseany other federal or state securities law, insofar as such losses, damagesclaims, liabilities, costs damages or reasonably incurred expenses are caused by any untrue liabilities (or alleged untrue statement actions in respect thereof) arise out of any material fact contained in such registration statement, any prospectus contained therein or any amendment or supplement thereto, or are caused by the omission or the 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 misleadingbased on any Violation, in each case to the extent, but extent (and only to the extent, ) that such untrue statement or alleged untrue statement or omission or alleged omission was so made solely Violation occurs in reliance upon on and in conformity with written information furnished by such the Holder specifically expressly for use in connection with such registration; and the preparation thereof; provided, however, that the liability of Holder shall reimburse any Holder person intended to be indemnified pursuant to this Section 9.2 5(b) for any legal or other expenses reasonably incurred, as incurred, by such person in connection with investigating or defending any such loss, claim, damage, liability or action; provided that the indemnity agreement in this Section 5(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder (which consent shall not be limited unreasonably withheld or delayed); and provided further that in no event shall any indemnity by the Holder under this Section 5(b), when aggregated with amounts contributed, if any, pursuant to an amount not to Section 5(d), exceed the net proceeds received by such Holder from the sale of Registrable Securities hereunder received by the Holder after application of the net proceeds pursuant to the registration statement which gives rise to such obligation to indemnifySection 4(b).

Indemnification by the Holder. Each In connection with any Piggyback Registration Statement in which the Holder of Registrable Securities which are included in is a registration statement pursuant selling stockholder, the Holder agrees to indemnify, to the provisions of Section 7 hereof will indemnify extent permitted by law, the Company, its directors, officers, employees and hold harmless the Issuer, agents and any Person each person who controls the Issuer Company (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Actapplicable federal and state securities laws), and any officerinvestment advisor thereof or agent therefor against any losses, director, employee, agent, partner, member or affiliate of the Issuer (each, an “Issuer Indemnified Party”) from and against, and will reimburse the Issuer Indemnified Parties with respect to, any and all lossesclaims, damages, liabilities, costs or reasonably incurred liabilities and expenses to which such Issuer Indemnified Parties may become subject under the Securities Act or otherwise, insofar as such losses, damages, liabilities, costs or reasonably incurred expenses are caused by (including reasonable legal fees and expenses) resulting from (i) any untrue statement or alleged untrue statement of any a material fact contained in such the registration statement, any prospectus contained therein or preliminary prospectus, or any amendment thereof or supplement thereto, or are caused by the any omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of a prospectus or preliminary prospectus, 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 is made solely in reliance upon and in conformity with written or failed to be contained in any information with respect to the Holder furnished in writing by such the Holder or its representatives specifically for use in the preparation thereofinclusion therein; provided, however, that (ii) Holder's negligence; or (iii) Holder's misfeasance. In no event shall the liability of any the Holder pursuant to this Section 9.2 shall hereunder be limited to an greater in amount not to exceed than the net dollar amount of the proceeds received by such the Holder from upon the sale of the Registrable Securities pursuant to the registration statement which gives giving rise to such obligation to indemnifyindemnification obligation.

Indemnification by the Holder. Each Holder In the case of each registration effected by the Company pursuant to this Agreement in which the Holder's Registrable Securities which are included included, the Holder shall be obligated, in a registration statement pursuant the same manner and to the provisions of same extent as set forth in Section 7 hereof will 7.1 above, to indemnify and hold harmless the IssuerCompany and each party, and any Person if any, who controls the Issuer Company within the meaning of either Section 15 the Securities Act, and the Company's and any such party's directors and officers, and the underwriters for such offering, and each person, if any, who controls any such underwriter within the meaning of the Securities Act or Section 20 of the Exchange Act, and any officer, director, employee, agent, partner, member or affiliate of the Issuer (each, an “Issuer Indemnified Party”) from and against, and will reimburse the Issuer Indemnified Parties with respect to, any and all losses, damages, liabilities, costs or reasonably incurred expenses to which such Issuer Indemnified Parties may become subject under the Securities Act or otherwise, insofar as such losses, damages, liabilities, costs or reasonably incurred expenses are caused by any untrue statement or alleged untrue statement of any a material fact contained in such registration statement, any prospectus contained therein or any amendment or supplement theretoin, or are caused by the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereintherein not misleading from, 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 registration statement or alleged untrue any post-effective amendment thereof or any preliminary prospectus or final prospectus (as amended or supplemented, if amended or supplemented as aforesaid) contained in such registration statement, if such statement or omission or alleged omission was so made solely in reliance upon and in conformity with written information furnished in writing to the Company by such Holder specifically indemnifying party for use in connection with the preparation thereofof such registration statement or any preliminary prospectus or final prospectus contained in such registration statement or any such amendment thereof or supplement thereto; provided, however, that (x) the liability indemnification required by this Section 7.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or expense if settlement is effected without the consent of the Holder pursuant to of Registrable Securities, which consent shall not be unreasonably withheld, and (y) in no event shall the amount of any indemnity under this Section 9.2 shall be limited to an amount not to 7.2 exceed the net proceeds from the applicable offering received by such Holder from the sale of Registrable Securities pursuant to the registration statement which gives rise to such obligation to indemnifyHolder.

Indemnification by the Holder. Each Holder of Registrable Securities Shares or Warrant Shares which are included in a registration statement pursuant to the provisions of Section 7 6 hereof will indemnify and hold harmless the Issuer, and any Person who controls the Issuer within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and any officer, director, employee, agent, partner, member or affiliate of the Issuer (each, an “Issuer Indemnified Party”) from and against, and will reimburse the Issuer Indemnified Parties with respect to, any and all losses, damages, liabilities, costs or reasonably incurred expenses to which such Issuer Indemnified Parties may become subject under the Securities Act or otherwise, insofar as such losses, damages, liabilities, costs or reasonably incurred expenses are caused by 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 are caused by the omission or the 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 conformity with written information furnished by such Holder specifically for use in the preparation thereof; provided, however, that the liability of any Holder pursuant to this Section 9.2 7.2 shall be limited to an amount not to exceed the net proceeds received by such Holder from the sale of Registrable Securities pursuant to the registration statement which gives rise to such obligation to indemnify.

Indemnification by the Holder. Each The Holder of Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof will shall, severally but not jointly, indemnify and hold harmless harmless, to the Issuerfullest extent permitted by applicable law, the Company, its directors, officers, employees, stockholders and any Person each person who controls the Issuer Company (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act0000 Xxx) against any losses, and any officer, director, employee, agent, partner, member or affiliate of the Issuer (each, an “Issuer Indemnified Party”) from and against, and will reimburse the Issuer Indemnified Parties with respect to, any and all lossesclaims, damages, liabilities, costs or reasonably incurred expenses liabilities and expense (including reasonable attorney fees) resulting from (x) the Holder’s failure to which such Issuer Indemnified Parties may become subject deliver a Prospectus in connection with any sales under the Securities Act Registration after the Company has advised the Holder in writing that (A) the Company does not meet the conditions for use of Rule 172 and (B) as a result the Holder must deliver a Prospectus in connection with any sales under the Registration Statement or otherwise, insofar as such losses, damages, liabilities, costs or reasonably incurred expenses are caused by (y) any untrue or alleged untrue statement of any a material fact contained in such registration statement, any prospectus contained therein or any amendment or supplement thereto, or are caused by the omission or the alleged omission to state therein of a material fact required to be stated therein in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, in each case to the extent, but only to the extent, extent that such untrue statement or alleged omission is contained in (1) any information furnished in writing by the Holder to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto or (2) in an outdated or defective Prospectus delivered by the Holder in connection with any sales under the Registration Statement after the Company has notified the Holder in writing that the Company does not meet the conditions for use of Rule 172 and that (A) as a result the Holder must deliver a Prospectus in connection with any sales under the Registration Statement and (B) the Prospectus is outdated or defective and prior to the receipt by the Holder of an amended or supplemented Prospectus, but only if and to the extent that following the receipt of the amended or supplemented Prospectus the misstatement or omission giving rise to such loss, claim, damage or liability would have been corrected. In no event shall the liability of the Holder be greater in amount than the dollar amount of the proceeds (net of all expense paid by the Holder in connection with any claim relating to this Section 6 and the amount of any damages the Holder has otherwise been required to pay by reason of such untrue statement or omission or alleged omission was so made solely in reliance upon and in conformity with written information furnished by such Holder specifically for use in the preparation thereof; provided, however, that the liability of any Holder pursuant to this Section 9.2 shall be limited to an amount not to exceed the net proceeds omission) received by such the Holder from upon the sale of the Registrable Securities pursuant to included in the registration statement which gives Registration Statement giving rise to such obligation to indemnifyindemnification obligation.

Indemnification by the Holder. Each Holder of Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof will shall indemnify and hold harmless the IssuerCompany and its respective Affiliates, its officers, directors, employees, representatives and agents, and any Person each person, if any, who controls the Issuer Company within the meaning of either Section 15 of the Securities Act or the Exchange Act (collectively referred to for purposes of this Section 20 of 7(b) as the Company), from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof, to which the Company may become subject, whether commenced or threatened, under the Securities Act, the Exchange Act, and any officer, director, employee, agent, partner, member or affiliate of the Issuer (each, an “Issuer Indemnified Party”) from and against, and will reimburse the Issuer Indemnified Parties with respect toapplicable Blue Sky laws, any and all lossesother federal or state statutory law or regulation, damagesany applicable laws in a jurisdiction other than the United States, liabilities, costs or reasonably incurred expenses to which such Issuer Indemnified Parties may become subject under the Securities Act at common law or otherwise, insofar as such lossesloss, damagesclaim, liabilitiesdamage, costs liability or reasonably incurred expenses are caused by action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of any a material fact contained in any such registration statement, Registration Statement or any prospectus contained therein Prospectus forming part thereof or in any amendment or supplement thereto, or are caused by (ii) the omission or the alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances in under which they were made, not misleading, but in each case to the extent, but only to the extent, extent that such the untrue statement or alleged untrue statement or omission or alleged omission was so made solely in reliance upon and in conformity with written any information furnished in writing to the Company by such Holder specifically Holder, and shall reimburse the Company for use any legal or other expenses reasonably incurred by the Company in the preparation thereofconnection with investigating or defending or preparing to defend against or appearing as a third party witness in connection with any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the liability of any no such Holder pursuant to this Section 9.2 shall be limited to an liable for any indemnity claims hereunder in excess of the amount not to exceed the of net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement unless such liability is the registration statement direct result of the Holder’s gross negligence, willful misconduct or fraud. This indemnity agreement will be in addition to any liability which gives rise to any such obligation to indemnifyHolder may otherwise have.

Indemnification by the Holder. Each The Holder of Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof will indemnify and hold harmless the IssuerCompany, each of its directors and any Person officers who have signed the registration statement and each person, if any, who controls the Issuer within Company with the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and any officer, director, employee, agent, partner, member or affiliate of the Issuer (each, an “Issuer Indemnified Party”) from and against, and will reimburse the Issuer Indemnified Parties with respect to, against any and all losses, claims, damages, expenses or liabilities, costs joint or reasonably incurred expenses several, to which such Issuer Indemnified Parties they or any of them may become subject under the Securities Act or under any other statute or at common law or otherwise, including the Blue Sky laws of the various jurisdictions, and except as hereinafter provided, will reimburse the Company and each such director, officer or controlling person for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages, liabilitiesexpenses, costs liabilities or reasonably incurred expenses actions arise out of or are caused by based upon any untrue or alleged untrue statement of any material fact contained in such registration statement, any prospectus contained therein or any amendment or supplement theretofact, or are caused by the omission or the alleged an omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, therein not misleading, contained in each case any registration statement, any preliminary or amended preliminary prospectus or in any prospectus (or the registration statement or prospectus as from time to time amended or supplemented) which the extentCompany shall file pursuant to Sections 2.1 or 2.2 hereof, but only to the extent, that insofar as any such untrue statement or alleged untrue statement or omission or alleged omission was so made solely in reliance upon and in conformity with written information furnished in writing to the Company by the Holder or any underwriter employed by the Holder. Promptly after receipt of notice of the commencement of any action in respect of which indemnity may be sought against the Holder (but in no event later than ten (10) days prior to the time any notice of appearance or any response thereto is required) the Company shall notify the Holder in writing of the commencement thereof, and the Holder shall, subject to the provisions hereinafter stated, assume the defense of such Holder specifically for use action (including the employment of counsel) insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Holder. The Company and each director, officer or controlling person shall have the right to employ separate counsel in any such action and to participate in the preparation defense thereof; provided, howeverbut the fees and expenses of such counsel shall not be at the expense of the Holder unless the employment of such counsel has been specifically authorized by him. The Holder shall not be liable to indemnify any person, that the liability as required by this Section, for any settlement of any Holder pursuant such action effected without the Holder's consent, nor shall he be liable to this Section 9.2 indemnify any person unless he shall be limited to an amount not to exceed notified of the net proceeds received by such Holder from commencement of any action within the sale of Registrable Securities pursuant to the registration statement which gives rise to such obligation to indemnifytime limits and as set forth above.

Indemnification by the Holder. Each In connection with any Demand Registration and Piggy-Back Registration, the Holder of Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof will indemnify and hold harmless the Issuer, Corporation and any Person who controls the Issuer within the meaning of either Section 15 each of the Securities Act or Section 20 of the Exchange ActCorporation’s directors and officers, and any officer, director, employee, agent, partner, member or affiliate of the Issuer (each, an “Issuer Indemnified Party”) from and againstagainst any loss (excluding loss of profits), liability, claim, damage and will reimburse expense whatsoever described in the Issuer Indemnified Parties indemnity contained in Section 3.2, as incurred, but only with respect toto untrue statements or omissions, any and all losses, damages, liabilities, costs or reasonably incurred expenses to which such Issuer Indemnified Parties may become subject under the Securities Act or otherwise, insofar as such losses, damages, liabilities, costs or reasonably incurred expenses are caused by any untrue or alleged untrue statement of any material fact contained statements or omissions, made in such registration statement, any prospectus contained therein the Prospectus (or any amendment or supplement thereto, or are caused by the omission or the 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 ) included in reliance upon and in conformity with written information furnished to the Corporation by the Holder in writing, expressly stating that such information is being provided by the Holder specifically for use in the preparation thereofProspectus (or any amendment thereto); provided, however, provided that the liability Holder will not be liable under this Section 3.3 for any settlement of any action effected without its written consent, which consent will not be unreasonably withheld or delayed; provided further that the indemnity provided for in this Section 3.3 will not apply to any loss, liability, claim, damage or expense to the extent arising out of an untrue statement or omission or alleged untrue statement or omission contained in any Prospectus if the Corporation failed to send or deliver a copy of the Prospectus (or any amendment or supplement thereto) to the Person asserting such losses, liabilities, claims, damages or expenses on or prior to the delivery of written confirmation of any sale of securities covered thereby to such Person in any case where such Prospectus (or any amendment or supplement thereto) corrected such untrue statement or omission. Any amounts advanced by the Holder to an Indemnified Party pursuant to this Section 9.2 shall 3.3 as a result of such losses will be limited returned to an amount not to exceed the net proceeds received Holder if it is finally determined by such Holder from a court in a judgment not subject to appeal or final review that such Indemnified Party was not entitled to indemnification by the sale of Registrable Securities pursuant to the registration statement which gives rise to such obligation to indemnifyHolder.

Indemnification by the Holder. Each Holder In the case of each registration effected by NDCHealth pursuant to this Agreement in which the Holder’s Registrable Securities which are included included, the Holder shall be obligated, in a registration statement pursuant the same manner and to the provisions of same extent as set forth in Section 7 hereof will 7.1, to indemnify and hold harmless the IssuerNDCHealth and each party, and any Person if any, who controls the Issuer NDCHealth within the meaning of either Section 15 the Securities Act, and NDCHealth’s and any such party’s directors and officers, and the underwriters for such offering, and each person, if any, who controls any such underwriter within the meaning of the Securities Act or Section 20 of the Exchange Act, and any officer, director, employee, agent, partner, member or affiliate of the Issuer (each, an “Issuer Indemnified Party”) from and against, and will reimburse the Issuer Indemnified Parties with respect to, any and all losses, damages, liabilities, costs or reasonably incurred expenses to which such Issuer Indemnified Parties may become subject under the Securities Act or otherwise, insofar as such losses, damages, liabilities, costs or reasonably incurred expenses are caused by any untrue statement or alleged untrue statement of any a material fact contained in such registration statement, any prospectus contained therein or any amendment or supplement theretoin, or are caused by the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereintherein not misleading from, 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 registration statement or alleged untrue any post-effective amendment thereof or any preliminary prospectus or final prospectus (as amended or supplemented, if amended or supplemented as aforesaid) contained in such registration statement, if such statement or omission or alleged omission was so made solely in reliance upon and in conformity with written information furnished in writing to NDCHealth by such Holder specifically indemnifying party for use in connection with the preparation thereofof such registration statement or any preliminary prospectus or final prospectus contained in such registration statement or any such amendment thereof or supplement thereto; provided, however, that (x) the liability indemnification required by this Section 7.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or expense if settlement is effected without the consent of the Holder pursuant to of Registrable Securities, which consent shall not be unreasonably withheld, and (y) in no event shall the amount of any indemnity under this Section 9.2 shall be limited to an amount not to 7.2 exceed the net proceeds from the applicable offering received by such Holder from the sale of Registrable Securities pursuant to the registration statement which gives rise to such obligation to indemnifyHolder.

Indemnification by the Holder. Each The Holder will, in the event that any Registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof will held by such selling holder, indemnify and hold harmless the IssuerCompany, each of its directors and officers, and any Person each other selling holder and each other person, if any, who controls the Issuer Company, its directors, its officers or such other selling holders within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and against any officer, director, employee, agent, partner, member or affiliate of the Issuer (each, an “Issuer Indemnified Party”) from and against, and will reimburse the Issuer Indemnified Parties with respect to, any and all losses, damagesclaims, judgments, damages or liabilities, costs whether joint or reasonably incurred expenses to which such Issuer Indemnified Parties may become subject under the Securities Act or otherwiseseveral, insofar as such losses, damagesclaims, liabilitiesjudgments, costs damages or reasonably incurred expenses liabilities (or actions in respect thereof) arise out of or are caused by based upon any untrue statement or alleged allegedly untrue statement of any a material fact contained in any Registration Statement under which the sale of such registration statementRegistrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus, any “free writing prospectus,” as such term is defined in Rule 405 under the Securities Act, or summary prospectus contained therein in the Registration Statement, or any amendment or supplement thereto, or arise out of or are caused by the based upon any omission or the 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, statement therein not misleading, in each case to if 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 conformity with written information furnished in writing to the Company by such Holder specifically selling holder expressly for use therein, or any untrue statement or alleged untrue statement of a material fact in the preparation thereof; provided, however, that information conveyed to any purchaser at the liability time of any Holder pursuant to this Section 9.2 shall be limited to an amount not to exceed the net proceeds received by such Holder from the sale of Registrable Securities pursuant to the registration statement which gives rise to such obligation purchaser, or the omission or alleged omission to indemnifystate therein a material fact required to be stated therein, and shall reimburse the Company, its directors and officers, and each other selling holder or controlling person for any legal or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss, claim, damage, liability or action.

Indemnification by the Holder. Each Holder of Registrable Securities Shares which are included in a registration statement pursuant to the provisions of Section 7 6 hereof will indemnify and hold harmless the Issuer, and any Person who controls the Issuer within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and any officer, director, employee, agent, partner, member or affiliate Affiliate of the Issuer (each, an “"Issuer Indemnified Party”") from and against, and will reimburse the Issuer Indemnified Parties with respect to, any and all losses, damages, liabilities, costs or reasonably incurred expenses to which such Issuer Indemnified Parties may become subject under the Securities Act or otherwise, insofar as such losses, damages, liabilities, costs or reasonably incurred expenses are caused by 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 are caused by the omission or the 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 conformity with written information furnished by such Holder specifically for use in the preparation thereof; provided, however, that the liability of any Holder pursuant to this Section 9.2 7.2 shall be limited to an amount not to exceed the net proceeds received by such Holder from the sale of Registrable Securities pursuant to the registration statement which gives rise to such obligation to indemnify.

Indemnification by the Holder. Each In connection with the Resale Registration Statement in which the Holder of Registrable Securities which are included is participating, the Holder shall furnish to SkyTerra in a writing such information as SkyTerra reasonably requests for use in connection with any such registration statement pursuant or prospectus and, to the provisions of Section 7 hereof will extent permitted by law, the Holder shall indemnify SkyTerra, its directors, officers, employees and hold harmless the IssuerAffiliates, and any each Person who controls the Issuer SkyTerra (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act), and against any officerlosses, director, employee, agent, partner, member or affiliate of the Issuer (each, an “Issuer Indemnified Party”) from and against, and will reimburse the Issuer Indemnified Parties with respect to, any and all lossesclaims, damages, liabilities, costs or reasonably incurred and expenses to which such Issuer Indemnified Parties may become subject under the Securities Act or otherwise, insofar as such losses, damages, liabilities, costs or reasonably incurred expenses are caused by resulting from any untrue or alleged untrue statement of any material fact contained in such registration statementthe Resale Registration Statement, any the prospectus contained therein or preliminary prospectus forming a part of the Resale Registration Statement or any amendment thereof or supplement thereto, thereto or are caused by the any omission or the 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 under which they were made, not misleading, in each case to the extent, but only to the extent, extent that any information so furnished in writing by such Holder contains such untrue statement or alleged untrue statement or omission or alleged omission was so made solely in reliance upon and in conformity with written information furnished by such Holder specifically for use in omits a material fact required to be stated therein necessary to make the preparation thereofstatements therein not misleading; provided, however, that the liability obligation of any the Holder pursuant to this Section 9.2 indemnify SkyTerra hereunder shall be limited to an amount not to exceed the net proceeds received by to such Holder from the sale of Registrable Securities such Holder’s Acquired Shares pursuant to the registration statement which gives rise to such obligation to indemnifyResale Registration Statement.

Indemnification by the Holder. Each (a) In connection with any Demand Registration and/or Piggy-Back Registration, the Holder of Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof will shall indemnify and hold harmless the IssuerCompany and each of its directors, officers, employees, agents and any Person who controls the Issuer within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and any officer, director, employee, agent, partner, member or affiliate of the Issuer (each, an “Issuer Indemnified Party”) shareholders from and againstagainst any loss (excluding loss of profits), liability, claim, damage and will reimburse the Issuer Indemnified Parties with respect toexpense whatsoever (including reasonable legal fees and expenses), including any and all lossesamounts paid in settlement of any investigation, damagesorder, liabilitieslitigation, costs proceeding or reasonably incurred expenses to which such Issuer Indemnified Parties may become subject under the Securities Act claim, joint or otherwiseseveral, insofar as such lossesincurred, damages, liabilities, costs arising out of or reasonably incurred expenses are caused by based on any untrue statement or alleged untrue statement omission of any material fact contained in such registration statement, any prospectus contained therein or any amendment or supplement thereto, or are caused by the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereinfact, 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 of a material fact, made or alleged omission was so required to be made solely in the Prospectus, as applicable, included in reliance upon and in conformity with written information furnished to the Company by such the Holder specifically for use in the preparation thereofProspectus or as incurred, arising out of or based upon any failure to comply with applicable Securities Laws (other than any failure to comply with applicable Securities Laws by the Company), including, for greater certainty, for any amounts paid pursuant to Section 3.2; provided, however, provided that the liability Holder shall not be liable under this Section 3.3(a) for any settlement of any action effected without its written consent, which consent shall not be unreasonably withheld or delayed; provided further that the indemnity provided for in this Section 3.3(a) shall not apply to any loss, liability, claim, damage or expense to the extent arising out of an untrue statement or omission or alleged untrue statement or omission contained in any Prospectus relating to a Demand Registration and/or Piggy Back Registration if the Company or any underwriter failed to send or deliver a copy of the Prospectus to the Person asserting such losses, liabilities, claims, damages or expenses on or prior to the delivery of written confirmation of any sale of securities covered thereby to such Person in any case where such Prospectus corrected such untrue statement or omission. Any amounts advanced by the Holder to an Indemnified Party pursuant to this Section 9.2 3.3(a) as a result of such losses shall be limited to an amount not to exceed the net proceeds received by such Holder from the sale of Registrable Securities pursuant returned to the registration statement which gives rise Holder if it is finally determined by a court in a judgment not subject to appeal or final review that such obligation Indemnified Party was not entitled to indemnifyindemnification by the Holder.

Indemnification by the Holder. Each The Holder of Registrable Securities which are included in a registration statement pursuant shall furnish to the provisions of Section 7 hereof will indemnify Company in writing such information as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and shall indemnify, defend and hold harmless harmless, to the Issuerfullest extent permitted by applicable law, and any Person who controls the Issuer Company, its affiliates (within the meaning of either Section 15 Rule 405 under the Securities Act), any underwriter (within the meaning of the Securities Act Act), each person who controls the Company or Section 20 any underwriter (within the meaning of the Exchange Securities Act), and any officer, director, employee, agent, partner, member each of their respective officers and directors against all Damages arising out of or affiliate of the Issuer based upon (each, an “Issuer Indemnified Party”a) from and against, and will reimburse the Issuer Indemnified Parties with respect to, any and all losses, damages, liabilities, costs or reasonably incurred expenses to which such Issuer Indemnified Parties may become subject under the Securities Act or otherwise, insofar as such losses, damages, liabilities, costs or reasonably incurred expenses are caused by any untrue or alleged untrue statement of any a material fact contained in such registration statementany Registration Statement, any prospectus contained therein Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto, thereto or are caused by the (b) any omission or the alleged omission to state therein of 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, but in each case to the extent, but only to the extent, extent such Damages arise out of or are based upon (i) statements or omissions that such untrue statement or alleged untrue statement or omission or alleged omission was so were made solely in reliance upon and in conformity with written such information relating to the Holder furnished in writing to the Company by such the Holder specifically expressly for use therein or (ii) the Holder’s failure to deliver to the Holder’s immediate purchaser a copy of the Registration Statement or Prospectus or any amendments or supplements thereto (if the same was required by applicable law to be so delivered) after the Company has furnished the Holder with a sufficient number of copies of the same. In no event shall the aggregate amounts payable by the Holder by way of indemnity or contribution under this Section 2.6 or Section 2.8 exceed the proceeds from the offering received by the Holder (net of any brokerage and sales commissions), except in the preparation thereof; provided, however, that case of fraud or willful misconduct by the liability of any Holder pursuant to this Section 9.2 shall be limited to an amount not to exceed the net proceeds received by such Holder from the sale of Registrable Securities pursuant to the registration statement which gives rise to such obligation to indemnifyHolder.

Indemnification by the Holder. Each To the extent permitted by ----------------------------- applicable law, each Holder of will, if Registrable Securities which held by or issuable to such Holder are included in a registration statement pursuant the securities to which such registration, qualification or compliance is being effected, severally indemnify the provisions Company, each of Section 7 hereof will indemnify the directors and hold harmless officers of the IssuerCompany, each Affiliate of the Company, each of the directors and officers of each Affiliate of the Company, and any Person each underwriter, if any, of the Company's securities covered by such registration statement, and each person who controls the Issuer Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Actagainst all claims, and any officer, director, employee, agent, partner, member or affiliate of the Issuer (each, an “Issuer Indemnified Party”) from and against, and will reimburse the Issuer Indemnified Parties with respect to, any and all losses, damages, liabilitiescosts, costs expenses and liabilities whatsoever (or reasonably incurred expenses to which such Issuer Indemnified Parties may become subject under the Securities Act actions in respect thereof) arising out of or otherwise, insofar as such losses, damages, liabilities, costs or reasonably incurred expenses are caused by based on any untrue statement (or alleged untrue statement statement) of any a material fact contained in any such registration statement, prospectus, offering circular or other similar document (including any prospectus contained therein related registration statement, notification or the like) incident to any amendment such registration, qualification or supplement theretocompliance, or are caused by the based on any omission (or the 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 the light of the circumstances in under which they were made, not misleadingand will reimburse the Company, such directors, officers, persons or underwriters for any legal or other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, cost, expense, 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 strict conformity with written information furnished to the Company by an instrument duly executed by such Holder and stated to be specifically for use therein or furnished by the Holder to the Company in response to a request by the preparation thereof; provided, however, Company stating specifically that such information will be used by the Company therein. In no event shall the liability of any selling Holder pursuant to this Section 9.2 shall of Registrable Securities hereunder be limited to an greater in amount not to exceed than the net dollar-amount of the proceeds received by such Holder from upon the sale of Registrable Securities pursuant to the registration statement which gives giving rise to such obligation to indemnifyindemnification obligation.

Indemnification by the Holder. Each The Holder of Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof will shall indemnify and hold harmless the IssuerCompany, its directors, officers, agents and any employees, each Person who controls the Issuer Company (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act), and any officerthe directors, directorofficers, employeeagents or employees of such controlling Persons, agentto the fullest extent permitted by applicable law, partner, member or affiliate of the Issuer (each, an “Issuer Indemnified Party”) from and againstagainst all Losses, and will reimburse as incurred, to the Issuer Indemnified Parties extent arising out of or based solely upon: (x) the Holder’s failure to comply with respect to, any and all losses, damages, liabilities, costs or reasonably incurred expenses to which such Issuer Indemnified Parties may become subject under applicable prospectus delivery requirements of the Securities Act through no fault of the Company or otherwise, insofar as such losses, damages, liabilities, costs or reasonably incurred expenses are caused by (y) any untrue or alleged untrue statement of any a material fact contained in such registration statementany Registration Statement, any prospectus contained therein Prospectus, or in any amendment or supplement theretothereto or in any preliminary prospectus, or are caused by the arising out of or relating to any omission or the alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of any Prospectus or supplement thereto, in light of the circumstances in under which they were made, ) not misleading, in each case misleading (i) to the extent, but only to the extent, that such untrue statement or alleged untrue statement omission is contained in any information so furnished in writing by the Holder to the Company expressly for inclusion in such Registration Statement or omission or alleged omission such Prospectus, (ii) to the extent, but only to the extent, that such information relates to the Holder’s proposed method of distribution of Registrable Securities and was so made solely reviewed and expressly approved in reliance upon and in conformity with written information furnished writing by such the Holder specifically expressly for use in a Registration Statement, such Prospectus or in any amendment or supplement thereto or (iii) in the preparation thereof; providedcase of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), howeverto the extent, but only to the extent, related to the use by the Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified the Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by the Holder and prior to the receipt by the Holder of the Advice contemplated in Section 6(d), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any selling Holder pursuant to under this Section 9.2 shall 5(b) be limited to an greater in amount not to exceed than the dollar amount of the net proceeds received by such the Holder from upon the sale of the Registrable Securities pursuant to the registration statement which gives giving rise to such obligation to indemnifyindemnification obligation.

Indemnification by the Holder. Each Holder will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof will held by such Holder, indemnify and hold harmless the IssuerCompany, each of its directors and officers and each underwriter (if any), and any Person each other person, if any, who controls the Issuer such Holder or such underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and against any officer, director, employee, agent, partner, member or affiliate of the Issuer (each, an “Issuer Indemnified Party”) from and against, and will reimburse the Issuer Indemnified Parties with respect to, any and all losses, damagesclaims, judgments, damages or liabilities, costs whether joint or reasonably incurred expenses to which such Issuer Indemnified Parties may become subject under the Securities Act or otherwiseseveral, insofar as such losses, damagesclaims, liabilitiesjudgments, costs damages or reasonably incurred expenses liabilities (or actions in respect thereof) arise out of or are caused by based upon any untrue statement or alleged allegedly untrue statement of any a material fact contained in any Registration Statement under which the sale of such registration statementRegistrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein in the Registration Statement, or any amendment or supplement theretoto the Registration Statement, or arise out of or are caused by the based upon any omission or the 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, statement therein not misleading, in each case to if 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 conformity with written information furnished in writing to the Company by such Holder specifically expressly for use therein, and shall reimburse the Company, its directors and officers, and each such controlling person for any legal or other expenses reasonably incurred by any of them in the preparation thereof; providedconnection with investigation or defending any such loss, howeverclaim, that the damage, liability of any Holder pursuant to this Section 9.2 shall be limited to an amount not to exceed the net proceeds received by such Holder from the sale of Registrable Securities pursuant to the registration statement which gives rise to such obligation to indemnifyor action.

Indemnification by the Holder. Each The Holder of Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof will shall indemnify and hold harmless the IssuerCompany, its directors, officers, agents and any employees, each Person who controls the Issuer Company (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act), and any officerthe directors, directorofficers, employeeagents or employees of such controlling Persons, agentto the fullest extent permitted by applicable law, partner, member or affiliate of the Issuer (each, an “Issuer Indemnified Party”) from and againstagainst all Losses, and will reimburse the Issuer Indemnified Parties with respect toas incurred, any and all losses, damages, liabilities, costs arising out of or reasonably incurred expenses to which such Issuer Indemnified Parties may become subject under the Securities Act or otherwise, insofar as such losses, damages, liabilities, costs or reasonably incurred expenses are caused by based upon any untrue or alleged untrue statement of any a material fact contained in such registration statementany Registration Statement, any prospectus contained therein Prospectus, or any form of prospectus, or in any amendment or supplement theretothereto or in any preliminary prospectus, or are caused by the arising out of or relating to any omission or the alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of any Prospectus, or any form of prospectus or supplement thereto, in light of the circumstances in under which they were made, ) not misleading, in each case misleading (i) to the extent, but only to the extent, that such untrue statement statements or alleged untrue statement omissions are based upon information regarding the Holder furnished in writing to the Company by the Holder expressly for use therein or omission (ii) to the extent, but only to the extent, that such information relates to the Holder or alleged omission the Holder’s proposed method of distribution of Registrable Securities and was so made solely in reliance upon and in conformity with written information furnished provided by such the Holder specifically expressly for use in a Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (iii) in the preparation thereof; providedcase of an occurrence of an event of the type specified in Section 4(i), howeverto the extent, but only to the extent, related to the use by the Holder of an outdated or defective Prospectus after the Company has notified the Holder in writing that the Prospectus is outdated or defective and prior to the receipt by the Holder of the Advice contemplated in Section 10(c), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any the Holder pursuant to this Section 9.2 shall hereunder be limited to an greater in amount not to exceed than (i) in the event of the sale of Registrable Securities by the Holder, the dollar amount of the net proceeds actually received by such the Holder from the sale of such Registrable Securities pursuant or (ii) in the event of the distribution of Registrable Securities by the Holder, the value of such Registrable Securities (as such value is provided under the Disclosure Statement (as defined in the Plan)), in the case of clauses (i) and (ii), with respect to the registration statement which gives Registrable Securities giving rise to such obligation to indemnifyindemnification obligation.

Indemnification by the Holder. Each In connection with the Resale Registration Statement in which the Holder of Registrable Securities which are included is participating, the Holder shall furnish to SkyTerra in a writing the Selling Securityholder Questionnaire and such other information as SkyTerra reasonably requests for use in connection with any such registration statement pursuant or prospectus and, to the provisions of Section 7 hereof will extent permitted by law, the Holder shall indemnify SkyTerra, its directors, officers, employees and hold harmless the IssuerAffiliates, and any each Person who controls the Issuer SkyTerra (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act), and against any officerlosses, director, employee, agent, partner, member or affiliate of the Issuer (each, an “Issuer Indemnified Party”) from and against, and will reimburse the Issuer Indemnified Parties with respect to, any and all lossesclaims, damages, liabilities, costs or reasonably incurred and expenses to which such Issuer Indemnified Parties may become subject under the Securities Act or otherwise, insofar as such losses, damages, liabilities, costs or reasonably incurred expenses are caused by resulting from any untrue or alleged untrue statement of any material fact contained in such registration statementthe Resale Registration Statement, any the prospectus contained therein or preliminary prospectus forming a part of the Resale Registration Statement or any amendment thereof or supplement thereto, thereto or are caused by the any omission or the 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 under which they were made, not misleading, in each case to the extent, but only to the extent, extent that any information so furnished in writing by the Holder contains such untrue statement or alleged untrue statement or omission or alleged omission was so made solely in reliance upon and in conformity with written information furnished by such Holder specifically for use in omits a material fact required to be stated therein necessary to make the preparation thereofstatements therein not misleading; provided, however, that the liability obligation of any the Holder pursuant to this Section 9.2 indemnify SkyTerra hereunder shall be limited to an amount not to exceed the net proceeds received by such to the Holder from the sale of Registrable Securities the Holder’s Acquired Shares pursuant to the registration statement which gives rise to such obligation to indemnifyResale Registration Statement.

Indemnification by the Holder. Each Holder In the event of any registration of any Registrable Securities which are included in a registration statement under the Securities Act pursuant to this Agreement, the provisions of Section 7 hereof will Holder will, and hereby does agree to, indemnify and hold harmless in the Issuercase of any registration statement, prospectus, amendment or supplement thereto filed pursuant to this Agreement, General Motors, its directors, officers, employees and any agents, each Person who participates in the offering of such securities and each Person, if any who controls the Issuer General Motors or any such participating Person within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and any officer, director, employee, agent, partner, member or affiliate of the Issuer (each, an “Issuer Indemnified Party”) from and against, and will reimburse the Issuer Indemnified Parties with respect to, any and against all losses, damagesclaims, damages or liabilities, costs joint or reasonably incurred expenses several, to which General Motors or any such Issuer Indemnified Parties director or officer or controlling Person or participating Person may become subject under the Securities Act or otherwise, insofar as such losses, damagesclaims, liabilitiesdamages or liabilities (or actions or proceedings, costs whether commenced or reasonably incurred expenses threatened, in respect thereof) arise out of or are caused by based on any untrue statement or alleged untrue statement of any material fact contained in any such registration statementstatement under which such securities were registered under the Securities Act, any final prospectus or summary prospectus contained therein (in each case as amended or supplemented), or any amendment or supplement thereto, or are caused by the any omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, therein in light of the circumstances in which they were made, not misleading, if such untrue statement or alleged untrue statement of any material fact contained in or omission or alleged omission was made in reliance upon and in conformity with written information furnished to General Motors by or on behalf of the Holder specifically stating that it is for use in the preparation of such registration statement, final prospectus, summary prospectus, amendment or supplement, and the Holder shall reimburse General Motors and each such director, officer, controlling Person and participating Person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the Holder shall not be liable in any such case to the extentextent that any such loss, but only to the extentclaim, that such damage, 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 was so made solely in such registration statement, any such final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Holder by such Holder or on behalf of General Motors or an underwriter specifically for use therein. Such indemnity shall remain in the preparation thereof; provided, however, that the liability full force and effect regardless of any Holder pursuant to this Section 9.2 investigation made by or on behalf of General Motors or any such director, officer, underwriter, controlling Person or participating Person, and shall be limited to an amount not to exceed survive the net proceeds received transfer of such securities by such Holder from the sale of Registrable Securities pursuant to the registration statement which gives rise to such obligation to indemnifyHolder.

Indemnification by the Holder. Each Holder of Registrable Securities which are included participating in a registration statement pursuant to the provisions of Section 7 hereof will Registration shall indemnify and hold harmless the IssuerCompany, each of its directors, each of its officers who has signed a Registration Statement, legal counsel and any Person accountants for the Company, each person (if any) who controls the Issuer Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and any underwriter (as defined in the Securities Act) for the Company, against any losses, claims, damages or liabilities to which the Company or any such director, officer, director, employee, agent, partner, member controlling person or affiliate of the Issuer (each, an “Issuer Indemnified Party”) from and against, and will reimburse the Issuer Indemnified Parties with respect to, any and all losses, damages, liabilities, costs or reasonably incurred expenses to which such Issuer Indemnified Parties underwriter may become subject under the Securities Act or any rule or regulation thereunder or otherwise, insofar as such losses, damagesclaims, liabilities, costs damages or reasonably incurred expenses liabilities (or actions in respect thereof) (i) are caused solely by any untrue statement or alleged untrue statement of any material fact contained in any preliminary prospectus (if used prior to the effective date of the Registration Statement, or contained, on the effective date thereof, in any Registration Statement of which such registration statementHolder's Warrant Shares were the subject, any the prospectus contained therein or therein, any amendment or supplement thereto, or any other document related to such Registration Statement, or (ii) arise out of or are caused by based solely upon the omission or the alleged omission omissions 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, in the case of each case of (i) and (ii) 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 conformity with written information furnished to the Company by such Holder specifically expressly for use inclusion in any of the preparation thereof; provided, however, that the liability foregoing documents. This indemnity shall not apply to amounts paid in settlement of any Holder pursuant to this Section 9.2 shall be limited to an amount not to exceed such loss, claim, damage, liability or action if such settlement is effected without the net proceeds received by such Holder from consent of the sale of Registrable Securities pursuant to the registration statement which gives rise to such obligation to indemnifysubject Holder.

Indemnification by the Holder. Each The Holder of Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof will shall indemnify and hold harmless the IssuerCompany, its directors, officers and any employees, each Person who controls the Issuer Company (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act), and any officerthe directors, directorofficers or employees of such controlling Persons, employeeto the fullest extent permitted by applicable law, agent, partner, member or affiliate of the Issuer (each, an “Issuer Indemnified Party”) from and against, and will reimburse the Issuer Indemnified Parties with respect to, against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of any and all losses, damages, liabilities, costs or reasonably incurred expenses to which such Issuer Indemnified Parties may become subject under the Securities Act or otherwise, insofar as such losses, damages, liabilities, costs or reasonably incurred expenses are caused by any untrue or alleged untrue statement of any a material fact contained in such registration statementthe Registration Statement, any prospectus contained therein Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or are caused by the arising solely out of any omission or the alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances in under which they were made, ) not misleading, in each case misleading to the extent, but only to the extent, that (A) such untrue statement or alleged untrue statement omission is based solely upon information regarding the Holder furnished in writing to the Company by the Holder expressly for use in such Registration Statement or omission Prospectus, or alleged omission to the extent that such information relates to the Holder or the Holder’s proposed method of distribution of Registrable Securities contained in Exhibit B or such other method of distribution that was so made solely reviewed and expressly approved in reliance upon and in conformity with written information furnished writing by such the Holder specifically expressly for use in the preparation thereof; providedRegistration Statement, howeversuch Prospectus or such form of Prospectus or in any amendment or supplement thereto or (B) in the case of an occurrence of an event of the type specified in clauses (E)-(G) of Section 13(b)(iii) of this Warrant, the use by the Holder of an outdated or defective Prospectus after the Company has notified the Holder in writing that the Prospectus is outdated or defective and prior to the receipt by the Holder of the Advice contemplated in Section 13(e) of this Warrant. In no event shall the liability of any the Holder pursuant to this Section 9.2 shall hereunder be limited to an greater in amount not to exceed than the dollar amount of the net proceeds received by such the Holder from upon the sale of the Registrable Securities pursuant to the registration statement which gives giving rise to such obligation to indemnifyindemnification obligation, except in the case of fraud or willful misconduct by the Holder.

Indemnification by the Holder. Each In connection with any Registration Statement the Holder of Registrable Securities which are included in a registration statement pursuant shall furnish to the provisions of Section 7 hereof will indemnify Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and hold harmless shall indemnify, severally and not jointly, to the Issuerfullest extent permitted by law, and any Person who controls the Issuer Company, its affiliates (within the meaning of either Section 15 Rule 405 under the Securities Act) and each person who controls the Company (within the meaning of the Securities Act or Section 20 of the Exchange Act, ) and any officer, director, employee, agent, partner, member or affiliate of the Issuer (each, an “Issuer Indemnified Party”) from their respective officers and against, and will reimburse the Issuer Indemnified Parties with respect to, any and directors against all losses, damages, liabilities, costs or reasonably incurred expenses to which such Issuer Indemnified Parties may become subject under the Securities Act or otherwise, insofar as such lossesclaims, damages, liabilities, costs liabilities and expenses arising out of or reasonably incurred expenses are caused by based upon any untrue or alleged untrue statement of any material fact contained in such registration statementthe Registration Statement, any prospectus contained therein Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto, thereto or are caused by the any omission or the alleged omission to state therein of a material fact required to be stated therein or necessary to make SC1:3536809.8 the statements therein, in light of the circumstances in which they were made, 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 so the same are made solely in reliance upon and in conformity with written information relating to the Holder furnished in writing to the Company by such the Holder specifically expressly for use in therein or caused by the preparation thereofHolder’s failure to deliver to the Holder’s immediate purchaser a copy of the Registration Statement or Prospectus or any amendments or supplements thereto (if the same was required by applicable law to be so delivered) after the Company has furnished the Holder with a sufficient number of copies of the same; provided, however, that the liability of any each the Holder pursuant to this Section 9.2 shall be in proportion to and limited to an amount not to exceed the net proceeds amount received by such the Holder from the sale of Registrable Securities Shares pursuant to such Registration Statement. 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 registration statement which gives rise to indemnified person or any officer, director or controlling person of such obligation to indemnifyindemnified person and shall survive the transfer of securities.

Indemnification by the Holder. Each To the fullest extent permitted by law, the Holder of will, if Registrable Securities which held by the Holder are included in a the registration statement pursuant to the provisions of Section 7 hereof will or Prospectus, indemnify and hold harmless the IssuerCompany, all other holders of Registrable Securities or any prospective underwriter, as the case may be, and any Person who controls of their respective Affiliates, directors, officers and Controlling Persons (collectively, the Issuer within the meaning “Company Indemnified Parties”), against all Claims and expenses arising out of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and any officer, director, employee, agent, partner, member or affiliate of the Issuer based on: (each, an “Issuer Indemnified Party”i) from and against, and will reimburse the Issuer Indemnified Parties with respect to, any and all losses, damages, liabilities, costs or reasonably incurred expenses to which such Issuer Indemnified Parties may become subject under the Securities Act or otherwise, insofar as such losses, damages, liabilities, costs or reasonably incurred expenses are caused by any untrue statement or alleged untrue statement of any a material fact contained in such a registration statement, any prospectus contained therein statement (or any amendment or supplement thereto), including all documents incorporated therein by reference, or are caused by the any omission or the alleged omission to state therein therefrom of a material fact required to be stated therein or fact, in each case, necessary in order to make the statements thereintherein not misleading, in light of the circumstances in under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each of the forgoing cases 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, or Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by such or on behalf of the Holder and stated to be specifically for use therein; and provided that the indemnity agreement contained in this Section 2.7(b) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the preparation thereofconsent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, howeverfurther, that the liability of any the Holder pursuant to this Section 9.2 shall be limited to an amount not to exceed the net proceeds received by such the Holder from the sale of Registrable Securities pursuant to the covered by such registration statement which gives rise to such obligation to indemnifystatement.

Indemnification by the Holder. Each In connection with the Shelf Registration Statement in which any Holder of Registrable Securities which are included is participating, the Holder shall furnish to SkyTerra in a registration statement pursuant writing such information as SkyTerra reasonably requests for use in connection with any such Shelf Registration Statement or Prospectus and, to the provisions of Section 7 hereof will extent permitted by law, the Holder shall indemnify SkyTerra, its directors, officers, employees and hold harmless the IssuerAffiliates, and any each Person who controls the Issuer SkyTerra (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act), and against any officerlosses, director, employee, agent, partner, member or affiliate of the Issuer (each, an “Issuer Indemnified Party”) from and against, and will reimburse the Issuer Indemnified Parties with respect to, any and all lossesclaims, damages, liabilities, costs and expenses (including reasonable attorneys fees) arising out of or reasonably incurred expenses to which such Issuer Indemnified Parties may become subject under the Securities Act or otherwise, insofar as such losses, damages, liabilities, costs or reasonably incurred expenses are caused by based on (i) any untrue or alleged untrue statement of any material fact contained in such registration statementthe Shelf Registration Statement, any prospectus contained therein the Prospectus or preliminary Prospectus forming a part of the Shelf Registration Statement or any amendment thereof or supplement thereto, thereto or are caused by the (ii) any omission or the 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 under which they were made, not misleading; provided always, in each case to the extent, but that such indemnification obligations arise only to the extent, extent that any information so furnished in writing by the Holder contains such untrue statement or alleged untrue statement or omission or alleged omission was so made solely in reliance upon omits a material fact required to be stated therein necessary to make the statements therein not misleading; and in conformity with written information furnished by such Holder specifically for use in the preparation thereof; provided, further, however, that the liability obligation of any the Holder pursuant to this Section 9.2 indemnify SkyTerra hereunder shall be limited to an amount not to exceed the net proceeds received by such to the Holder from the sale of the Holder's Registrable Securities pursuant to the registration statement which gives rise to such obligation to indemnifyShelf Registration Statement.

Indemnification by the Holder. Each The Holder of Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof will shall indemnify and hold harmless the IssuerCompany, its directors, officers, agents and any employees, each Person who controls the Issuer Company (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act), and any officerthe directors, directorofficers, employeeagents or employees of such controlling Persons, agentto the fullest extent permitted by applicable law, partner, member or affiliate of the Issuer (each, an “Issuer Indemnified Party”) from and against, and will reimburse the Issuer Indemnified Parties with respect to, against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of any and all losses, damages, liabilities, costs or reasonably incurred expenses to which such Issuer Indemnified Parties may become subject under the Securities Act or otherwise, insofar as such losses, damages, liabilities, costs or reasonably incurred expenses are caused by any untrue or alleged untrue statement of any a material fact contained in such registration statementthe Registration Statement, any prospectus contained therein Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or are caused by the arising solely out of any omission or the alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances in under which they were made, ) not misleading, in each case misleading to the extent, but only to the extent, that such untrue statement or alleged omission is contained in any information so furnished in writing by the Holder or its authorized agent to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (i) such untrue statement statements or omission omissions are based solely upon information regarding the Holder furnished in writing to the Company by the Holder expressly for use therein, or alleged omission to the extent that such information relates to the Holder or the Holder's proposed method of distribution of Registrable Securities and was so made solely reviewed and expressly approved in reliance upon and in conformity with written information furnished writing by such the Holder specifically or its authorized agent expressly for use in the preparation thereof; providedRegistration Statement, howeversuch Prospectus or such form of Prospectus or in any amendment or supplement thereto or (ii) in the case of an occurrence of an event of the type specified in Section 7.2(c)(v)-(vii), the use by the Holder of an outdated or defective Prospectus after the Company has notified the Holder in writing that the Prospectus is outdated or defective and prior to the receipt by the Holder of the Advice contemplated in Section 7.5. In no event shall the liability of any the Holder pursuant to this Section 9.2 shall hereunder be limited to an greater in amount not to exceed than the dollar amount of the net proceeds received by such the Holder from upon the sale of the Registrable Securities pursuant to the registration statement which gives giving rise to such obligation to indemnifyindemnification obligation.

Indemnification by the Holder. Each Holder will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof will held by such Holder, indemnify and hold harmless the IssuerCompany, each of its directors and officers and each underwriter (if any), and any Person each other person, if any, who controls the Issuer such Holder or such underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and against any officer, director, employee, agent, partner, member or affiliate of the Issuer (each, an “Issuer Indemnified Party”) from and against, and will reimburse the Issuer Indemnified Parties with respect to, any and all losses, damagesclaims, judgments, damages or liabilities, costs whether joint or reasonably incurred expenses to which such Issuer Indemnified Parties may become subject under the Securities Act or otherwiseseveral, insofar as such losses, damagesclaims, liabilitiesjudgments, costs damages or reasonably incurred expenses liabilities (or actions in respect thereof) arise out of or are caused by based upon any untrue statement or alleged allegedly untrue statement of any a material fact contained in any Registration Statement under which the sale of such registration statementRegistrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein in the Registration Statement, or any amendment or supplement theretoto the Registration Statement, or arise out of or are caused by the based upon any omission or the 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, statement therein not misleading, in each case to if 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 conformity with written information furnished in writing to the Company by such Holder specifically expressly for use therein, and shall reimburse the Company, its directors and officers, and each such controlling person for any legal or other expenses reasonably incurred by any of them in the preparation thereof; providedconnection with investigation or defending any such loss, howeverclaim, that the damage, liability of any Holder pursuant to this Section 9.2 or action. Each Holder’s indemnification obligations hereunder shall be limited to an the amount not to exceed the of any net proceeds actually received by such Holder from the sale of Registrable Securities pursuant to the registration statement which gives rise to such obligation to indemnifyHolder.

Indemnification by the Holder. Each Holder of Registrable Securities which are included in a registration statement pursuant agrees, severally and not jointly, to the provisions of Section 7 hereof will indemnify and hold harmless the IssuerCompany, its directors and any Person officers and each Person, if any, who controls the Issuer Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and any officer, director, employee, agent, partner, member or affiliate of the Issuer (each, an “Issuer Indemnified Party”) Act from and againstagainst all Damages to the same extent as the foregoing indemnity from the Company to such Holder, and will reimburse but only to the Issuer Indemnified Parties with respect to, extent such Damages arise out of or are based upon any and all losses, damages, liabilities, costs or reasonably incurred expenses to which such Issuer Indemnified Parties may become subject under the Securities Act or otherwise, insofar as such losses, damages, liabilities, costs or reasonably incurred expenses are caused by any untrue or alleged untrue statement of any a material fact contained in such registration statement, any prospectus contained therein Registration Statement (or any amendment thereto) or Prospectus (or any amendment or supplement thereto, ) relating to a registration of Registrable Securities effected pursuant to Section 3 or 4 hereof or are caused by the omission or the alleged any 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 misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged which untrue statement or omission or alleged omission was so made solely is based upon information relating to such Holder furnished in reliance upon and in conformity with written information furnished writing to the Company by such Holder specifically expressly for use in the preparation thereofany such Registration Statement (or any amendment thereto) or any such Prospectus (or any amendment or supplement thereto) relating to a registration of Registrable Securities effected pursuant to Section 3 or 4 hereof; providedPROVIDED, howeverHOWEVER, that such Holder shall not be obligated to provide such indemnity to the extent that such Damages result from the failure of the Company to promptly amend or take action to correct or supplement any such Registration Statement or Prospectus relating to a registration of Registrable Securities effected pursuant to Section 3 or 4 hereof on the basis of corrected or supplemental information furnished in writing to the Company by such Holder expressly for such purpose. In no event shall the liability of any Holder pursuant to this Section 9.2 shall of Registrable Securities hereunder be limited to an greater in amount not to exceed than the net amount of the proceeds received by such Holder from upon the sale of the Registrable Securities pursuant to the registration statement which gives giving rise to such obligation to indemnifyindemnification obligation.

Indemnification by the Holder. Each The Holder of Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof will shall indemnify and hold harmless the IssuerRealNetworks and each person, and any Person if any, who controls the Issuer RealNetworks within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange ActAct and each of their respective directors, and any officer, directoremployees, employeetrustees and agents (collectively, agent, partner, member or affiliate of the Issuer (each, an “Issuer "RealNetworks Indemnified Party”Parties") from and against, and will reimburse the Issuer Indemnified Parties with respect to, against any and all losses, damagesclaims, liabilities, costs damages or reasonably incurred expenses liabilities to which such Issuer the RealNetworks Indemnified Parties may become subject subject, under the Securities Act or otherwise, insofar as such losses, damagesclaims, liabilities, costs damages or reasonably incurred expenses liabilities (or actions in respect thereof) arise out of or are caused by any based upon an untrue statement or alleged untrue statement of any a material fact contained in such registration statementthe Registration Statement, or any prospectus preliminary, final or summary Prospectus contained therein or furnished by RealNetworks to the Holder, or any amendment or supplement thereto, or arise out of or are caused by based upon the omission or the 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, 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 conformity with written information furnished to RealNetworks by such the Holder specifically expressly for use therein, and the Holder shall, and hereby agree to, reimburse the RealNetworks Indemnified Parties for any legal or other expenses reasonably incurred by them in the preparation thereofconnection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the liability indemnity agreement contained in this Section 7(b) shall not apply to amounts paid in settlement of any such losses, claims, damages or liabilities if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld). Notwithstanding the provisions of this Section 7(b), the Holder shall not be liable to RealNetworks Indemnified Parties pursuant to this Section 9.2 shall be limited to 7(b) in an amount not to exceed in excess of the net proceeds received by such Holder it from the sale of the Registrable Securities pursuant to (after deducting any fees, discounts and commissions applicable thereto) registered by the registration statement which gives rise to such obligation to indemnifyRegistration Statement.

Indemnification by the Holder. Each Holder In the event of any registration of any of the Registrable Securities which are included in a registration statement under the Securities Act pursuant to the provisions of Section 7 hereof this Agreement, each selling Holder, severally and not jointly, will indemnify and hold harmless the IssuerCorporation, each of its directors, each of its officers who has signed such Registration Statement, each underwriter involved in such registration, each other selling Holder and any Person their respective officers, directors, stockholders and partners and each person, if any, who controls the Issuer Corporation or any such underwriter or other selling Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and against any officer, director, employee, agent, partner, member or affiliate of the Issuer (each, an “Issuer Indemnified Party”) from and against, and will reimburse the Issuer Indemnified Parties with respect to, any and all losses, damagesclaims, liabilitiesdamages or liabilities (or actions in respect thereof), costs or reasonably incurred expenses to which the Corporation, such Issuer Indemnified Parties directors and officers, such underwriter or other selling Holder or its respective officers, directors, stockholders or partners or controlling person may become subject under the Securities Act or otherwisesubject, insofar as such losses, damagesclaims, liabilities, costs damages or reasonably incurred expenses liabilities (or actions in respect thereof) arise out of or are caused by based upon any untrue statement or alleged untrue statement of any a material fact contained in any Registration Statement under which such registration statementRegistrable Securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein in such Registration Statement, or any amendment or supplement theretoto such Registration Statement, or arise out of or are caused by the based upon any omission or the alleged 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 are made, not misleadingand will reimburse the Corporation, the underwriters, each other selling Holder and their respective officers, directors, stockholders' partners and controlling person for any legal or any other expenses reasonably incurred by any of them in each case to connection with investigating or defending any such loss, claim, damage, liability or action, if 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 conformity with written information furnished in writing to the Corporation by or on behalf of such selling Holder or its officers, directors, stockholders or partners or controlling persons, specifically for use in connection with the preparation thereofof such Registration Statement, preliminary prospectus or final prospectus or amendment or supplement thereto; provided, however, that the liability maximum obligation of any each selling Holder pursuant to this Section 9.2 for indemnification shall be limited to an amount not to exceed the net proceeds received by such Holder it from the sale of Registrable Securities pursuant to the registration statement which gives rise to such obligation to indemnifyRegistration Statement.

Indemnification by the Holder. Each Holder In the case of each registration effected by Axesstel pursuant to this Agreement in which the Holder’s Registrable Securities which are included included, the Holder shall be obligated, in a registration statement pursuant the same manner and to the provisions of same extent as set forth in Section 7 hereof will 6.1, to indemnify and hold harmless the IssuerAxesstel and each party, and any Person if any, who controls the Issuer Axesstel within the meaning of either Section 15 the Securities Act, and Axesstel’s and any such party’s directors and officers, and the underwriters for such offering, and each person, if any, who controls any such underwriter within the meaning of the Securities Act or Section 20 of the Exchange Act, and any officer, director, employee, agent, partner, member or affiliate of the Issuer (each, an “Issuer Indemnified Party”) from and against, and will reimburse the Issuer Indemnified Parties with respect to, any and all losses, damages, liabilities, costs or reasonably incurred expenses to which such Issuer Indemnified Parties may become subject under the Securities Act or otherwise, insofar as such losses, damages, liabilities, costs or reasonably incurred expenses are caused by any untrue statement or alleged untrue statement of any a material fact contained in such registration statement, any prospectus contained therein or any amendment or supplement theretoin, or are caused by the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereintherein not misleading from, 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 registration statement or alleged untrue any post-effective amendment thereof or any preliminary prospectus or final prospectus (as amended or supplemented, if amended or supplemented as aforesaid) contained in such registration statement, if such statement or omission or alleged omission was so made solely in reliance upon and in conformity with written information furnished in writing to Axesstel by such Holder specifically indemnifying party for use in connection with the preparation thereofof such registration statement or any preliminary prospectus or final prospectus contained in such registration statement or any such amendment thereof or supplement thereto; provided, however, that (x) the liability indemnification required by this Section 6.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or expense if settlement is effected without the consent of the Holder pursuant to of Registrable Securities, which consent shall not be unreasonably withheld, and (y) in no event shall the amount of any indemnity under this Section 9.2 shall be limited to an amount not to 6.2 exceed the net proceeds from the applicable offering received by such Holder from the sale of Registrable Securities pursuant to the registration statement which gives rise to such obligation to indemnifyHolder.

Indemnification by the Holder. Each Holder of In connection with any Registration Statement in which the Holder's Registrable Securities which are included in a registration statement pursuant registered and sold, the Holder shall furnish to the provisions of Section 7 hereof will Company such information and affidavits as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnify and hold harmless harmless, to the Issuerfull extent permitted by law, the Company, its officers, directors and any each Person who controls the Issuer Company (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) against any losses, and any officer, director, employee, agent, partner, member or affiliate of the Issuer (each, an “Issuer Indemnified Party”) from and against, and will reimburse the Issuer Indemnified Parties with respect to, any and all lossesclaims, damages, liabilitiesliabilities and expenses (including, costs or reasonably incurred expenses to which such Issuer Indemnified Parties may become subject under the Securities Act or otherwisewithout limitation, insofar as such losses, damages, liabilities, costs or reasonably incurred expenses are caused by reasonable attorneys' fees and expenses) resulting from any untrue or alleged untrue statement of any a material fact contained in such registration statement, any prospectus contained therein or any amendment or supplement thereto, or are caused by the omission or the alleged omission to state therein of a material fact required to be stated therein in the Registration Statement, Prospectus, preliminary Prospectus or any application filed under the Blue Sky Laws or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, in each case to the extent, but only to the extent, extent that such untrue statement or alleged the untrue statement or omission or alleged omission was so made solely is contained in reliance upon and in conformity with any written information or affidavit so furnished by such the Holder specifically to the Company expressly for use inclusion in the preparation thereof; providedRegistration Statement, however, Prospectus or application filed under the Blue Sky Laws or results from the fact that the liability of any Holder pursuant to this Section 9.2 shall be limited to an amount not to exceed the net proceeds received by such Holder from the sale of sold Registrable Securities pursuant to a Person to whom there was not sent or given, at or prior to the registration statement which gives rise written confirmation of such sale, a copy of the final prospectus or of the final prospectus as then amended or supplemented, whichever is most recent, if the Company had previously made available a sufficient number of copies thereof to the Holder and such obligation to indemnifyfinal prospectus, as then amended or supplemented, corrected such misstatements or omission.