Common use of Holder's Indemnification of Company Clause in Contracts

Holder's Indemnification of Company. To the extent permitted by law, each Holder will, severally and not jointly, if Registrable Securities held by such Holder are included in the securities as to which such Registration is effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each person who controls the Company within the meaning of the Securities Act, and each other such Holder, each of its officers, directors, and constituent partners, and each person controlling such other Holder, against all Damages arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, such Holders, such directors, officers, or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damage, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement in reliance upon and in conformity with written information furnished to the Company by such Holder and stated thereon to be specifically for use in connection with the offering of such Holder’s Registrable Securities, provided, however, that the indemnity contained in this Section 12.2 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder’s liability under this Section 12.2 shall not exceed such Holder’s net proceeds from the offering of securities made in connection with such Registration. For the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities.

Holder's Indemnification of Company. To the extent permitted by law, each Each Holder will, severally and not jointly, if Registrable Securities held by such Holder are included in the securities as to which such a Registration is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act, and each other such Holder, each of its officers, directors, and constituent partners, partners and each person controlling such other HolderHolders, against all Damages claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration StatementStatement or related prospectus, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, ; and will reimburse the Company, such Holderseach other Holder, such directors, officers, partners, persons, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement or prospectus in reliance upon and in conformity with written information furnished to the Company by such Holder and stated thereon to be specifically for use in connection with the offering of such Holder’s Registrable Securitiessecurities of the Company; PROVIDED, provided, however, that the indemnity contained in this Section 12.2 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld) and provided, furtherHOWEVER, that each Holder’s 's liability under this Section 12.2 1.8.2 shall not exceed such Holder’s net 's proceeds from the offering of securities Registrable Securities made in connection with such Registration. For the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities.

Holder's Indemnification of Company. To the extent permitted by law, each Holder will, severally and not jointly, if Registrable Securities held by such Holder are included in the securities as to which such Registration Registration, qualification or compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of the Securities Act, and each other such Holder, each of its officers, directors, constituent partners and constituent partners, legal counsel and each person controlling such other Holder, against all Damages claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular or other document issued by the Company, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by such Holder of any rule or regulation promulgated under the Securities Act applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification or compliance; and each Holder will also reimburse the Company, such Holders, such directors, officers, or partners, persons, law and accounting firms, underwriters and control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated thereon to be specifically for use in connection with the offering of such Holder’s Registrable Securities, provided, however, that securities of the indemnity contained in this Section 12.2 shall not apply to amounts paid in settlement Company. The liability of any such Damages if settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder’s liability under this Section 12.2 paragraph shall not exceed such Holder’s net be limited to the aggregate proceeds from the offering of securities made in connection with such Registration. For the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned received by such Holder before and after from the offering (excluding percentages) that appears in the table (and corresponding footnotes) sale of Registrable Securities sold under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable SecuritiesStatement.

Holder's Indemnification of Company. To In the event any Registrable Securities are included in a Registration Statement under this Agreement, to the extent permitted by law, each Holder will, severally and not jointlyshall, if Registrable Securities held by such that Holder are included in the securities as to which such Registration Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by the Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, and each other such Holder, each of its officers, directors, and constituent partners, and each person controlling such other Holder, against all Damages arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular, or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Holder of any rule or regulation promulgated under the Securities Act, Exchange Act, applicable Blue Sky laws, or other applicable laws in the jurisdiction other than the United States in which the Registration occurred, applicable to such Holder and will relating to action or inaction required of such Holder in connection with any Registration, qualification, or compliance, and shall reimburse the Company, such other Holders, such directors, officers, partners, persons, law firms and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability, or action, in each case to the extent, but only to the extent, that such the untrue statement (or alleged untrue statement) or omission (or alleged omission) or violation is made in such that Registration Statement Statement, prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated thereon to be specifically for use in connection with the offering of such Holder’s Registrable Securitiessecurities of the Company, provided, however, that the indemnity contained in this Section 12.2 13.2 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld) and provided, further, that each such Holder’s 's liability under this Section 12.2 13.2 shall not exceed such the Holder’s net 's proceeds (less underwriting discounts and selling commissions) from the offering of securities made in connection with such Registration. For the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth except in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” case of any Registration Statement registering the resale of fraud or willful misconduct by such Holder’s . The obligations of the Holders under this Section 13.2 shall be several, and not joint and several, among the Holders whose Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears are included in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable SecuritiesRegistration.

Holder's Indemnification of Company. To the extent permitted ----------------------------------- by law, each Holder will, severally and not jointlyshall, if Registrable Securities held by such Holder are included in the securities as to which such Registration Registration, qualification or compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of the Securities Act, and each other such Holder, each of its officers, directors, directors and constituent partners, partners and each person controlling such other Holder, against all Damages claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by such Holder of any rule or regulation promulgated under the Securities Act applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification or compliance; and will reimburse the Company, such Holders, such directors, officers, or partners, persons, law and accounting firms, underwriters and control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder Holder, or an officer, director, constituent partner, counsel or controlling persons of such Holder, and stated thereon to be specifically for use in connection with the offering of such Holder’s Registrable Securities, provided, however, that the indemnity contained in this Section 12.2 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld) Registration and provided, further, that each Holder’s liability under this Section 12.2 shall not exceed such Holder’s net proceeds from the offering of securities made in connection with such Registration. For of the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable SecuritiesCompany.

Holder's Indemnification of Company. To the extent permitted by law, each Holder will, severally and not jointly, if Registrable Securities held by such Holder are included in the securities as to which such Registration Registration, qualification or compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of the Securities Act, and each other such Holder, each of its officers, directors, managers and constituent partners, partners and members and each person controlling such other HolderHolder (collectively, "Company Indemnitees"), against all Damages claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact obtained from such Holder and contained in any such Registration Statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by such Holder of any rule or regulation promulgated under the Securities Act applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification or compliance; and will reimburse the Company, such Holders, such directors, officers, or control persons Company Indemnitees for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder about such Holder and stated thereon to be specifically for use in connection with the offering of such Holder’s Registrable Securitiessecurities of the Company, provided, however, that the indemnity contained in this Section 12.2 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder’s 's liability under this Section 12.2 2.6(b) shall not exceed such Holder’s net 's proceeds from the offering of securities made in connection with such Registration. For the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” Registration net of any Registration Statement registering reasonably determined selling expenses for the resale account of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities.

Holder's Indemnification of Company. To the extent permitted by law, each Each Holder will, severally will indemnify and not jointly, if Registrable Securities held by such Holder are included in the securities as to which such Registration is effected pursuant to this Agreement, indemnify the Companyhold harmless APS, each of its directors and directors, officers, employees, agents and affiliates, each 8 person who controls the Company deemed to be in control of APS within the meaning of Section 15 the Securities Act or Section 20 of the Exchange Act, and each other such Holder, each of its officers, directors, employees, agents, affiliates and constituent partners, and each person controlling deemed to be in control of such other HolderHolder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against all Damages claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by such Holder of any rule or regulation promulgated under the Securities Act applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification or compliance; and will reimburse the CompanyAPS, such HoldersHolder, such directors, officers, partners, persons or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company APS by such Holder and stated thereon to be specifically approved in writing by such Holder for 9 use in connection with the offering of such Holder’s Registrable Securities, securities of APS; provided, however, that the indemnity contained in this Section 12.2 1.7.2 shall not apply with respect to a Holder to amounts paid in settlement of any such Damages claim, loss, damage, liability or action if settlement is effected without the consent of such Holder (which consent shall not be unreasonably delayed or withheld) and provided, further, that each Holder’s liability under this Section 12.2 shall not exceed such Holder’s net proceeds from the offering of securities made in connection with such Registration. For the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities).

Holder's Indemnification of Company. To the extent permitted by law, each Holder will, severally and not jointly, if Registrable Securities held by such Holder are included in the securities as to which such Registration Registration, qualification or compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of the Securities Act, and each other such Holder, each of its officers, directors, directors and constituent partners, partners and each person controlling such other Holder, against all Damages claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by such Holder of any rule or regulation promulgated under the Securities Act applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification or compliance; and will reimburse the Company, such Holders, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated thereon to be specifically for use in connection with the offering of such Holder’s Registrable Securitiessecurities of the Company, provided, however, that the indemnity contained in this Section 12.2 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder’s liability under this Section 12.2 3.6.2 shall be several, and not joint with other Holders, and shall not exceed such Holder’s net proceeds from the offering of securities made in connection with such Registration. For the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities.

Holder's Indemnification of Company. To the extent permitted by law, each Holder will, severally and not jointly, if Registrable Securities held by such Holder are included in the securities as to which such Registration Registration, qualification or compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by the Registration Statement, each person who controls the Company or such underwriter within the meaning of the Securities Act, and each other such Holder, each of its officers, directors, directors and constituent partners, partners and each person controlling such other Holder, against all Damages claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by such Holder of any rule or regulation promulgated under the Securities Act applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification or compliance; and will reimburse the Company, such Holders, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated thereon to be specifically for use in connection with the offering of such Holder’s Registrable Securities, securities of the Company; provided, however, that the indemnity contained in this Section 12.2 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder’s 's liability under this Section 12.2 5.2 shall not exceed such Holder’s net 's proceeds from the offering of securities made in connection with such Registration. For the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities.

Holder's Indemnification of Company. To the extent permitted by law, each Holder will, severally and not jointly, if Registrable Securities held by such Holder are included in the securities as to which such Registration Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors directors, officers and officersemployees, each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of the Securities Act, and each other such Holder, each of its officers, directors, and constituent partners, and each person controlling such other Holder, against all Damages arising out of or based upon any Corus Pharma, Inc Amended and Restated Information and Registration Rights Agreement untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular, or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in light of the circumstances under which they were made, or any violation by such Holder of any rule or regulation promulgated under the Securities Act applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification, or compliance, and will reimburse the Company, such Holders, such directors, officers, partners, persons, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability, or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated thereon to be specifically for use in connection with the offering of such Holder’s Registrable Securitiessecurities of the Company, provided, however, that the indemnity contained in this Section 12.2 shall not apply (a) to amounts paid in settlement of any such Damages if settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld) and (b) to the extent that any such Damages arise out of or are based upon the gross negligence or willful misconduct of the Company or such other Holders, directors, officers, partners, persons, underwriters or control persons; and provided, further, that each Holder’s liability under this Section 12.2 shall not exceed such Holder’s net proceeds from the offering of securities made in connection with such Registration. For the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities.

Holder's Indemnification of Company. To the extent permitted by law, each Holder will, severally and severally, not jointly, if Registrable Securities held by such Holder are included in the securities as to which such Registration Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify and hold harmless the Company, each of its directors and officers, each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of the Securities Act, and each other such Holder, each of its officers, directors, and constituent partners, and each person controlling such other Holder, within the meaning of Section 15 of the Securities Act against all Damages arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statementregistration statement, prospectus, offering circular, or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation or alleged violation by such Holder of any rule or regulation promulgated under the Securities Act, Exchange Act, any state securities laws or any rule or regulation thereunder applicable to such Holder and relating to action or inaction required of such Holder in connection with any such registration, qualification, or compliance, and will reimburse the Company, such Holders, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending or settling any such Damageclaim, loss, damage, liability, or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement registration statement, prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated thereon to be specifically for use in connection with the offering of such Holder’s Registrable Securitiessecurities of the Company, provided, however, that the indemnity contained in this Section 12.2 13.2 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder’s liability under this Section 12.2 13.2 shall not exceed such Holder’s net proceeds from the offering of securities made in connection with such Registration. For the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities.

Holder's Indemnification of Company. To the extent permitted by law, each Holder will, severally and not jointlyshall, if the Registrable Securities held by such that Holder are included in the securities as to which such Registration Registration, qualification or compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each person Person who controls the Company within the meaning of the Securities Act, and each other such Holder, each of its the respective officers, directors, partners members, employees, representatives and constituent partnersagents of the Company or controlling Person (each, and each person controlling such other Holdera “Holder Indemnified Person”), against all Damages arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, Prospectus, or other document incident to any Registration, qualification or compliance, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary in order to make the statements made therein (in the case of a Prospectus, in light of the circumstances under which they were made) not misleading, and will shall reimburse the Company, such Holders, such directors, officers, or control persons each Holder Indemnified Person for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability, or action, in each case to the extent, but only to the extent, that such the untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such that Registration Statement Statement, Prospectus, or other document in reliance upon and in conformity with written information furnished to the Company by such that Holder and expressly stated thereon to be specifically for use in connection with the offering of such Holder’s Registrable SecuritiesRegistration Statement, prospectus or other document, provided, however, that the indemnity contained in this Section 12.2 7.2 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of such that Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder’s liability under this Section 12.2 7.2 shall not exceed such Holder’s net proceeds from the offering of securities made in connection with such Registration. For the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” proceeds net of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable SecuritiesSelling Expenses.

Holder's Indemnification of Company. To the extent permitted by law, each Holder will, severally and not jointly, if Registrable Securities held by such Holder are included in the securities as to which such Registration Registration, qualification or compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of the Securities Act, and each other such Holder, each of its officers, directors, directors and constituent partners, partners and each person controlling such other Holder, against all Damages arising claims, losses, damages or liabilities (or actions in respect thereof) to the extent that such claims, losses, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement (actions or alleged untrue statement) omissions made in reliance upon and in conformity with written information furnished by or on behalf of a material fact contained such selling Holder expressly for use in any connection with such Registration Statement, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, Registration; and will reimburse the Company, such Holders, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated thereon to be specifically expressly for use in connection with the offering of such Holder’s Registrable Securitiessecurities of the Company, provided, however, that the indemnity contained in this Section 12.2 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder’s liability under this Section 12.2 3.6(b) shall be several, and not joint with other Holders, and shall not exceed such Holder’s net proceeds from the offering of securities made in connection with such Registration. For the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities.

Holder's Indemnification of Company. To the extent permitted by law, each Holder will, severally and not jointly, if Registrable Securities held by such Holder are included in the securities as to which such Registration Registration, qualification or compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officersofficers that has signed the Registration Statement, each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of the Securities Act, and each other such Holder, each of its officers, directors, and constituent partners, partners and each person controlling such other Holder, against all Damages claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular or other document incident to such Registration, qualification or compliance, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by such Holder of any rule or regulation promulgated under the Securities Act or Exchange Act or state or federal law applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification or compliance; and will reimburse the Company, such Holders, such directors, officers, partners, persons, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated thereon to be specifically for use in connection with the offering of securities of the Company to which such Holder’s Registrable Securitiesclaim, loss, damage, liability or expense relates; provided, however, that the indemnity contained in this Section 12.2 3.6.2 shall not apply to amounts paid in settlement of any such Damages claim, loss, damage, liability or action if settlement is effected without the consent of such Holder (which consent shall not unreasonably be unreasonably withheld) ); and provided, further, that each Holder’s liability under this Section 12.2 3.6.2 shall be several, and not joint with other Holders, and shall not exceed such Holder’s net proceeds from the offering of securities made in connection with such Registration. For the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities.

Holder's Indemnification of Company. To the extent permitted by law, each Holder will, severally and not jointly, if Registrable Securities held by such Holder are included in the securities as to which such Registration Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify and hold harmless the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of the Securities Act, and each other such Holder, seller of Registrable Securities and each of its officers, directors, and constituent partners, and each person controlling such other Holderseller, against all Damages arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular, or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by such Holder of any rule or regulation promulgated under the Securities Act applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification, or compliance, and will reimburse the Company, such Holdersother sellers of Registrable Securities, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability, or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated thereon to be specifically for use in connection with the offering of such Holder’s Registrable Securitiessecurities of the Company, provided, however, that the indemnity contained in this Section 12.2 9.2 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld) withheld or delayed); and provided, further, that each Holder’s liability under this Section 12.2 9.2 shall not exceed such Holder’s net proceeds from the offering of securities made in connection with such Registration. For the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities.

Holder's Indemnification of Company. To the extent permitted by law, each Each Holder will, severally and not jointly, if Registrable Securities held by such Holder are included in the securities as to which such Registration is effected pursuant to this Agreement, will indemnify the Company, each of its directors and officers, each underwriter, if any, of the Company's Shares covered by a Registration Statement, each person who controls the Company or such underwriter within the meaning of the Securities Act, and each other such Holder, each of its officers, directors, and constituent partners, partners and each person controlling such other Holder, against all Damages claims, losses, damages and liabilities (or actions in respect thereof) suffered or incurred by any of them and arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration StatementStatement or related prospectus, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by such Purchaser of any rule or regulation promulgated under the Securities Act applicable to such Purchaser and relating to action or inaction required of such Holder in connection with the Registration of Securities pursuant to such Registration Statement; and will reimburse the Company, such other Holders, such directors, officers, or control partners, persons, underwriters and controlling persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement or prospectus in reliance upon and in conformity with written information furnished to the Company by such Holder and stated thereon to be specifically for use in connection with the offering of such Holder’s Registrable Securities, Securities of the Company; provided, however, that the indemnity contained in this Section 12.2 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder’s 's liability under this Section 12.2 2.7.2 shall not exceed such Holder’s net 's proceeds from the offering of securities Shares made in connection with such Registration. For the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities.

Holder's Indemnification of Company. To the extent permitted by law, each Holder willshall, severally and but not jointly, if Registrable Securities held by such Holder are included in the securities as to which such Registration Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of the Securities Act, and each other such Holder, each of its officers, directors, and constituent partners, and each person controlling such other Holder, against all Damages arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular, or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation or alleged violation by such Holder of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law, and will shall reimburse the Company, such Holders, such directors, officers, partners, persons, law and accounting firms, underwriters, or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability, or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated thereon to be specifically for use in connection with the offering of such Holder’s Registrable Securitiessecurities of the Company, provided, however, that the indemnity contained in this Section 12.2 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder’s liability under this Section 12.2 shall not exceed such Holder’s net proceeds from the offering of securities (net of the Selling Expenses paid by such Holder) made in connection with such Registration. For the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities.

Holder's Indemnification of Company. To the extent permitted by law, each Holder will, severally and not jointly, if Registrable Securities held by such Holder are included in the securities as to which such Registration Registration, qualification or compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officersofficers who has signed the registration statement, each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of the Securities Act, and each other such Holder, each of its officers, directors, directors and constituent partners, members, managers and each person controlling such other Holder, against all Damages claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by such Holder of any rule or regulation promulgated under the Securities Act or Exchange Act or state or federal law applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification or compliance; and will reimburse the Company, such Holders, such directors, officers, partners, persons, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company Company, and duly executed, by such Holder and stated thereon to be specifically for use in connection with the offering of such Holder’s Registrable Securities, securities of the Company; provided, however, that the indemnity contained in this Section 12.2 3.6.2 shall not apply to amounts paid in settlement of any such Damages claim, loss, damage, liability or action if settlement is effected without the consent of such Holder (which consent shall not unreasonably be unreasonably withheld) ); and provided, provided further, that each Holder’s liability under this Section 12.2 3.6.2 shall be several, and not joint with other Holders, and shall not exceed such Holder’s net proceeds from the offering of securities made in connection with such Registration. For the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities.

Holder's Indemnification of Company. To the extent permitted by law, each Holder will, severally and not jointly, if Registrable Securities held by such Holder are included in the securities as to which such Registration Registration, qualification or compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of the Securities Act, and each other such Holder, each of its officers, directors, directors and constituent partners, partners and each person controlling such other Holder, against all Damages claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by such Holder of any rule or regulation promulgated under the Securities Act applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification or compliance, and will reimburse the Company, such Holders, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated thereon to be specifically for use in connection with the offering of securities of the Company; provided, however, that each Holder’s liability under this Section 1.10(b) shall not exceed such Holder’s Registrable Securities, proceeds from the offering of securities made in connection with such Registration; and provided, howeverfurther, that the indemnity contained in this Section 12.2 1.10(b) shall not apply to amounts paid in settlement of any such Damages claim, loss, damage, liability or action if settlement is effected without the consent of such Holder (which consent shall not unreasonably be unreasonably withheld) and provided, further, that each Holder’s liability under this Section 12.2 shall not exceed such Holder’s net proceeds from the offering of securities made in connection with such Registration. For the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities).

Holder's Indemnification of Company. To the extent permitted by law, each Holder will, severally and not jointlyshall, if Registrable Securities held by such Holder are included in the securities as to which such Registration Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify the Company, each of its employees, directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of the Securities Act, and each other such Holder, each of its officers, directors, and constituent partners, and each person controlling such other Holder, against all Damages arising out of or based upon (a) any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular, or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (b) any violation by such Holder of any rule or regulation promulgated under the Securities Act applicable to such Holder and will relating to action or inaction required of such Holder in connection with any such Registration, qualification, or compliance including, but not limited to, failure by the Holder to deliver in connection with any sale or sales by the Holder a subsequent prospectus, amendment or supplement that corrects any statement or omission in any prospectus if such subsequent prospectus, supplement or amendment was delivered to the Holder prior to such sale, and shall reimburse the Company, such Holders, such employees, directors, officers, partners, persons, law and accounting firms, underwriters, or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability, or action; provided, however, in each the case of a situation set forth in Section 8.2(a), to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated thereon to be specifically for use in connection with the offering of such Holder’s Registrable Securities, securities of the Company; provided, howeverfurther, that the indemnity contained in this Section 12.2 8.2 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld) ); and provided, further, that each Holder’s 's liability under this Section 12.2 8.2 shall not exceed such Holder’s net 's proceeds from the offering of securities made in connection with such Registration. For the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities.

Holder's Indemnification of Company. To the extent permitted by law, each Each Holder will, severally and not jointly, if Registrable Securities held by such Holder are included in the securities as to which such Registration is effected pursuant to this Agreement, will indemnify the Company, each of its directors and officers, each underwriter, if any, of the Company's Shares covered by a Registration Statement, each person who controls the Company or such underwriter within the meaning of the Securities Act, and each other such Holder, each of its officers, directors, and constituent partners, partners and each person controlling such other Holder, against all Damages claims, losses, damages and liabilities (or actions in respect thereof) suffered or incurred by any of them and arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration StatementStatement or related prospectus, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by such Holder of any rule or regulation promulgated under the Securities Act applicable to such Holder and relating to action or inaction required of such Holder in connection with the Registration of Securities pursuant to such Registration Statement; and will reimburse the Company, such other Holders, such directors, officers, or control partners, persons, underwriters and controlling persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement or prospectus in reliance upon and in conformity with written information furnished to the Company by such Holder and stated thereon to be specifically for use in connection with the offering of such Holder’s Registrable Securities, Shares of the Company; provided, however, that the indemnity contained in this Section 12.2 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder’s 's liability under this Section 12.2 5.2 shall not exceed such Holder’s net 's proceeds from the offering of securities Shares made in connection with such Registration. For the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities.

Holder's Indemnification of Company. To the extent permitted by law, each Holder will, severally and not jointly, if Registrable Securities held by such Holder are included in the securities as to which such Registration is effected pursuant to this Agreement, shall indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by a Registration Statement, each person who controls the Company or such underwriter within the meaning of the Securities Act, and each other such Holder, each of its officers, directors, directors and constituent partners, partners and each person controlling such other Holder, against all Damages claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular or other document (including any related Registration Statement) incident to any such Registration, qualification or compliance, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse or any violation by such Holder of the CompanySecurities Act, such Holders, such directors, officersthe 1934 Act or any state securities law, or control persons for any legal rule or regulation promulgated under the Securities Act, the 1934 Act or any state securities law, applicable to such Holder and any other expenses reasonably incurred relating to action or inaction required of such Holder in connection with investigating or defending any such DamageRegistration, qualification or compliance, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such a Registration Statement Statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated thereon to be specifically for use in connection with the offering of securities of the Company; and shall reimburse the Company, such Holder’s Registrable SecuritiesHolders, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred, as incurred, in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in a Registration Statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use in connection with the offering of securities of the Company; provided, however, that the indemnity contained in this Section 12.2 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder’s 's liability under this Section 12.2 2.9(b) shall not exceed such Holder’s net 's proceeds from the offering of securities made in connection with such Registration. For the avoidance of doubt; and provided, it is understood and agreed further, that the only such information furnished by indemnity contained in this Section 2.9(b) shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if settlement is effected without the consent of the Holder (which consent shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securitiesnot unreasonably be withheld).

Holder's Indemnification of Company. To the extent permitted by law, each Holder will, severally and not jointlyshall, if Registrable Securities held by such that Holder are included in the securities as to which such Registration Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each person legal counsel and independent accountant of the Company, each underwriter, if any, of the Company’s securities covered by the Registration Statement, each Person who controls the Company or underwriter within the meaning of the Securities Act, and each other such Holder, each of its officers, directors, and constituent partners, and each person Person controlling such the other Holder, against all Damages arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular, or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Holder of any rule or regulation promulgated under the Securities Act, Exchange Act, applicable Blue Sky laws, or other applicable laws in the jurisdiction other than the United States in which the Registration occurred, applicable to the Holder and will relating to action or inaction required of the Holder in connection with any Registration, qualification, or compliance, and shall reimburse the Company, such those Holders, such directors, officers, partners, Persons, law and accounting firms, underwriters or control persons Persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability, or action, in each case to the extent, but only to the extent, that such the untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such that Registration Statement Statement, prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Company by such that Holder and stated thereon to be specifically for use in connection with the offering of such Holder’s Registrable Securitiessecurities of the Company, provided, however, that the indemnity contained in this Section 12.2 13.2 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of such that Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder’s liability under this Section 12.2 13.2 shall not exceed such the Holder’s net proceeds (less underwriting discounts and selling commissions) from the offering of securities made in connection with such that Registration. For Any indemnification pursuant to this Section 13.2 shall be several, and not joint and several, among the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth Holders whose Registrable Securities are included in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable SecuritiesRegistration.

Holder's Indemnification of Company. To the extent permitted by law, each Holder will, severally and not jointly, if Registrable Securities held by such Holder are included in the securities as to which such Registration Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of the Securities Act, and each other such Holder, each of its officers, directors, and constituent partners, and each person controlling such other HolderHolder (within the meaning of the Securities Act), against all Damages claims, losses, damages, and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular, or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by such Holder of any rule or regulation promulgated under the Securities Act or the Exchange Act applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification, or compliance, and will reimburse the Company, such Holders, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability, or action, in each case to the extent, but in each case only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated thereon ant states to be specifically for use in connection with the offering of such Holder’s Registrable Securitiessecurities of the Company, provided, however, that the indemnity contained in this Section 12.2 13.2 shall not apply to amounts paid in settlement of any such Damages claim loss, damage, liability or action if settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder’s 's liability under this Section 12.2 13.2 shall not exceed such Holder’s net 's proceeds from the offering of securities made in connection with such Registration. For the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities.

Holder's Indemnification of Company. To the extent permitted by law, each Each Holder will, severally and not jointly, if Registrable Securities held by such the Holder are included in the securities as to which such a Registration is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act, and each other such Holder, each of its officers, directors, and constituent partners, and each person controlling such other Holder, against all Damages claims, losses, damages and liabilities (or actions in respect hereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration StatementStatement or related prospectus, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, ; and will reimburse the Company, such Holders, such directors, officers, partners, persons, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement or prospectus in reliance upon and in conformity with written information furnished to the Company by such the Holder and stated thereon to be specifically for use in the Registration Statement used in connection with the offering of such Holder’s Registrable Securities, securities of the Company; provided, however, that the indemnity contained in this Section 12.2 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder’s 's liability under this Section 12.2 1.9(b) shall not exceed such Holder’s net 's proceeds from the offering of securities Registrable Securities made in connection with such Registration. For the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities.

Holder's Indemnification of Company. To the extent permitted by law, each Holder will, severally and not jointly, if Registrable Securities held by such Holder are included in the securities as to which such Registration Registration, qualification or compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of the Securities Act, and each other such Holder, each of its officers, directors, directors and constituent partners, partners and each person controlling such other Holder, against all Damages claims, losses, damages, liabilities or expenses (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation (or alleged violation) by such Holder of any rule or regulation promulgated under the Securities Act applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification or compliance; and will reimburse the Company, such Holders, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability, expense or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated thereon to be specifically for use in connection with the offering of such Holder’s Registrable Securitiessecurities of the Company, provided, however, that the indemnity contained in this Section 12.2 7.2 shall not apply to amounts paid in settlement of any such Damages loss, claim, damage, liability or action if such settlement is effected without the consent of such the Holder (which consent shall not be unreasonably withheld) ); and provided, further, provided further that each Holder’s 's liability under this Section 12.2 7.2 shall not exceed such Holder’s net 's proceeds from the offering of securities made in connection with such Registration. For the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities.

Holder's Indemnification of Company. To the extent ----------------------------------- permitted by law, each Holder will, severally and not jointly, if Registrable Securities held by such Holder are included in the securities as to which such Registration Registration, qualification or compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of the Securities Act, and each other such Holder, each of its officers, directors, directors and constituent partners, partners and each person controlling such other Holder, against all Damages claims, damages and liabilities or actions in respect thereof arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular or supplement or amendment thereto, or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by such Holder of any rule or regulation promulgated under the Securities Act, Exchange Act, any state securities law or any rules or regulations promulgated thereunder, applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification or compliance; and will reimburse pay to the Company, such Holders, such directors, officers, partners, persons, underwriters or control persons persons, as incurred, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated thereon to be specifically for use in connection with the offering of such Holder’s Registrable Securitiessecurities of the Company, provided, however, (i) that the indemnity contained in this Section 12.2 5.7.2 shall not apply to any amounts paid in settlement of any such Damages claim, loss, damage, liability or action if settlement is effected without the consent of indemnifying Holders representing a majority-in-interest of the securities of the Company held by such Holder Holders (which consent shall not be unreasonably withheld) and provided, further, (ii) that each Holder’s 's liability under this Section 12.2 5.7.2 shall not exceed such Holder’s net 's proceeds from the offering of securities made in connection with such Registration. For the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities.

Holder's Indemnification of Company. To the extent permitted by ----------------------------------- law, each Holder will, severally and not jointly, if Registrable Securities held by such Holder are included in the securities as to which such Registration Registration, qualification or compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of the Securities Act, and each other such Holder, each of its officers, directors, directors and constituent partners, partners and each person controlling such other Holder, against all Damages claims, losses, damages and liabilities(or action in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular or other document, or any omission (or alleged omission) to omission)to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by such Holder of any rule or regulation promulgated under the Securities Act applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification or compliance; and will reimburse the Company, such Holders, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability or action, in each case to the extent, but and only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company company by such Holder and stated thereon to be specifically for use in connection with the offering of such Holder’s Registrable Securities, providedsecurities of the Company; pro-vided, however, that the indemnity contained in this Section 12.2 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder’s 's liability under this Section 12.2 11(b) shall not exceed the gross proceeds received by such Holder’s net proceeds Holder from the offering of securities made in connection with such Registration. For the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities.

Holder's Indemnification of Company. To the extent permitted by ----------------------------------- law, each Holder will, severally and not jointly, if Registrable Securities held by such Holder are included in the securities as to which such Registration Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of the Securities Act, and each other such Holder, each of its officers, directors, and constituent partners, and each person controlling such other HolderHolder (within the meaning of the Securities Act), against all Damages claims, losses, damages, and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular, or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by such Holder of any rule or regulation promulgated under the Securities Act or the Exchange Act applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification, or compliance, and will reimburse the Company, such Holders, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability, or action, in each case to the extent, but in each case only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated thereon to be specifically for use in connection with the offering of such Holder’s Registrable Securitiessecurities of the Company, provided, however, that the indemnity contained in this Section 12.2 10.2 shall not apply to amounts paid in settlement of any such Damages claim, loss, damage, liability or action if settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder’s 's liability under this Section 12.2 10.2 shall not exceed such Holder’s 's net proceeds from the offering of securities made in connection with such Registration. For the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities.

Holder's Indemnification of Company. To the extent permitted by law, each the Holder will, severally and not jointly, if Registrable Securities held by such Holder are Warrant Stock is included in the securities as to which such Registration registration, qualification or compliance is being effected pursuant to this AgreementWarrant, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company or such underwriter within the meaning of the Securities Act, and each other such Holderstockholder of the Company whose shares are registered, each of its officers, directors, directors and constituent partners, partners and each person controlling such other Holder, stockholder; against all Damages claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statementregistration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Holder of any rule or regulation promulgated under the Act applicable to the Holder and relating to action or inaction required of the Holder in connection with any such registration, qualifications or compliance; and will reimburse the Company, such Holdersstockholders, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating investigation or defending any such Damageclaim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such the Holder and stated thereon to be specifically for use in connection with the offering of such Holder’s Registrable Securities, securities of the Company provided, however, that the indemnity contained in this Section 12.2 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder’s 's liability under this Section 12.2 7.8.2 shall not exceed such the Holder’s net 's proceeds from the offering of securities made in connection with such Registration. For the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securitiesregistration.

Holder's Indemnification of Company. To the extent permitted by lawLaw, each Holder will, severally and not jointlyshall, if Registrable Securities held by such that Holder are included in the securities as to which such Registration Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each person legal counsel and independent accountant of the Company, each underwriter, if any, of the Company’s securities covered by the Registration Statement, each Person who controls the Company or underwriter within the meaning of the Securities Act, and each other such Holder, each of its officers, directors, and constituent partners, and each person Person controlling such the other Holder, against all Damages arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular, or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Holder of any rule or regulation promulgated under the Securities Act, Exchange Act, applicable Blue Sky Laws, or other applicable Laws in the jurisdiction other than the United States in which the Registration occurred, applicable to the Holder and will relating to action or inaction required of the Holder in connection with any Registration, qualification, or compliance, and shall reimburse the Company, such those Holders, such directors, officers, partners, Persons, law and accounting firms, underwriters or control persons Persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability, or action, in each case to the extent, but only to the extent, that such the untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such that Registration Statement Statement, prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Company by such that Holder and stated thereon to be specifically for use in connection with the offering of such Holder’s Registrable Securitiessecurities of the Company, provided, however, that the indemnity contained in this Section 12.2 10.2 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of such that Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder’s liability under this Section 12.2 10.2 shall not exceed such the Holder’s net proceeds (less underwriting discounts and selling commissions) from the offering of securities made in connection with such that Registration. For Any indemnification pursuant to this Section 10.2 shall be several, and not joint and several, among the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth Holders whose Registrable Securities are included in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable SecuritiesRegistration.

Holder's Indemnification of Company. To the extent permitted by law, each Holder will, severally and not jointly, if Registrable Securities held by such Holder are included in the securities as to which such Registration Registration, qualification or compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of the Securities Act, and each other such Holder, each of its officers, directors, directors and constituent partners, partners and each person controlling such other Holder, against all Damages claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by such Holder of any rule or regulation promulgated under the Securities Act applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification or compliance; and will reimburse the Company, such Holders, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damage, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement in reliance upon and in conformity with written information furnished to the Company by such Holder and stated thereon to be specifically for use in connection with the offering of such Holder’s Registrable Securities, provided, however, that the indemnity contained in this Section 12.2 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder’s liability under this Section 12.2 shall not exceed such Holder’s net proceeds from the offering of securities made in connection with such Registration. For the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities.with

Holder's Indemnification of Company. To the extent permitted by law, each Holder will, severally and not jointlyshall, if the Registrable Securities held by such that Holder are included in the securities as to which such Registration Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each person legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by the Registration Statement, each Person who controls the Company or underwriter within the meaning of the Securities Act, and each other Holder selling securities under such HolderRegistration, each of its such other Holder's, officers, directors, and constituent partners, and each person Person controlling such the other Holder, against all Damages arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, or other document incident to any Registration, qualification or compliance, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary in order to make the statements made therein (in the case of a Prospectus, in light of the circumstances under which they were made) not misleading, or any violation (or alleged violation) by the Holder of any rule or regulation promulgated under the Securities Act, Exchange Act, applicable Blue Sky laws, or other applicable laws in the jurisdiction other than the United States in which the Registration occurred, applicable to the Holder and will relating to action or inaction required of the Holder in connection with any Registration, qualification, or compliance, and shall reimburse the Company, such those Holders, such directors, officers, partners, Persons, law and accounting firms, underwriters or control persons Persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability, or action, in each case to the extent, but only to the extent, that such the untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such that Registration Statement Statement, prospectus, or other document in reliance upon and in conformity with written information furnished to the Company by such that Holder and stated thereon to be specifically for use in connection with the offering of such Holder’s Registrable Securitiessecurities of the Company, provided, however, that the indemnity contained in this Section 12.2 8.2 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of such that Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder’s 's liability under this Section 12.2 7.2 shall not exceed such the Holder’s net 's proceeds (less underwriting discounts and selling commissions) from the offering of securities made in connection with such that Registration. For the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities.

Holder's Indemnification of Company. To the extent permitted by law, each Holder will, severally and not jointly, if Registrable Securities held by such Holder are included in the securities as to which such Registration Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of the Securities Act, and each other such Holder, each of its officers, directors, and constituent partners, and each person controlling such other Holder, against all Damages claims, losses, damages, and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular, or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by such Holder of any rule or regulation promulgated under the Securities Act applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification, or compliance, and will reimburse the Company, such Holders, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability, or action, in each case to the extent, but in each case only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated thereon to be specifically for use in connection with the offering of such Holder’s Registrable Securities, provided, however, that the indemnity contained in this Section 12.2 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder’s liability under this Section 12.2 shall not exceed such Holder’s net proceeds from the offering of securities made in connection with such Registration. For the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities.with

Holder's Indemnification of Company. To the extent ----------------------------------- permitted by law, each Holder will, severally and not jointly, if Registrable Securities held by such Holder are included in the securities as to which such Registration Registration, qualification or compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of the Securities Act, and each other such Holder, each of its officers, directors, directors and constituent partners, partners and each person controlling such other Holder, against all Damages claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by such Holder of any rule or regulation promulgated under the Securities Act applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification or compliance; and will reimburse the Company, such Holders, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated thereon to be specifically for use in connection with the offering of such Holder’s Registrable Securities, securities of the Company; provided, however, that the indemnity contained in this Section 12.2 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder’s 's liability under this Section 12.2 7.2 shall not exceed such Holder’s net 's proceeds from the offering of securities made in connection with such Registration. For the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities.

Holder's Indemnification of Company. To the extent permitted by law, each Holder will, severally and not jointlyshall, if Registrable Securities held by such that Holder are included in the securities as to which such Registration Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company’s securities covered by the Registration Statement, each person who controls the Company or underwriter within the meaning of the Securities Act, and each other such Holder, each of its officers, directors, and constituent partners, and each person controlling such the other Holder, against all Damages arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular, or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Holder of any rule or regulation promulgated under the Securities Act, Exchange Act, applicable Blue Sky laws, or other applicable laws in the jurisdiction other than the United States in which the Registration occurred, applicable to the Holder and will relating to action or inaction required of the Holder in connection with any Registration, qualification, or compliance, and shall reimburse the Company, such those Holders, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability, or action, in each case to the extent, but only to the extent, that such the untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such that Registration Statement Statement, prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Company by such that Holder and stated thereon to be specifically for use in connection with the offering of such Holder’s Registrable Securitiessecurities of the Company, provided, however, that the indemnity contained in this Section 12.2 13.2 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of such that Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder’s liability under this Section 12.2 13.2 shall not exceed such the Holder’s net proceeds (less underwriting discounts and selling commissions) from the offering of securities made in connection with such that Registration. For Any indemnification pursuant to this Section 13.2 shall be several, and not joint and several, among the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth Holders whose Registrable Securities are included in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable SecuritiesRegistration.

Holder's Indemnification of Company. To the extent permitted by law, each Holder will, severally and not jointly, if Registrable Securities held by such Holder are included in the securities as to which such Registration Registration, qualification or compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of the Securities Act, and each other such Holder, each of its officers, directors, and constituent partners, and each person controlling such other Holder, against all Damages claims, losses, damages, and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular, or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by such Holder of any rule or regulation promulgated under the Securities Act applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification, or compliance, and will reimburse the Company, such Holders, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability, or action, in each case to the extent, but in each case only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and specifically stated thereon in writing to be specifically for use in connection with the offering of such Holder’s Registrable Securitiessecurities of the Company, provided, however, that the indemnity contained in this Section 12.2 13.2 shall not apply to amounts paid in settlement of any such Damages claim, loss, damage, liability or action if settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder’s 's liability under this Section 12.2 13.2 shall not exceed such Holder’s 's net proceeds from the offering of securities made in connection with such Registration. For the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities.

Holder's Indemnification of Company. To the extent permitted by law, each Holder will, severally and not jointlyshall, if Registrable Securities held by such that Holder are included in the securities as to which such Registration Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by the Registration Statement, each person who controls the Company or underwriter within the meaning of the Securities Act, and each other such Holder, each of its officers, directors, and constituent partners, and each person controlling such the other Holder, against all Damages arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular, or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Holder of any rule or regulation promulgated under the Securities Act, Exchange Act, applicable Blue Sky laws, or other applicable laws in the jurisdiction other than the United States in which the Registration occurred, applicable to the Holder and will relating to action or inaction required of the Holder in connection with any Registration, qualification, or compliance, and shall reimburse the Company, such those Holders, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability, or action, in each case to the extent, but only to the extent, that such the untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such that Registration Statement Statement, prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Company by such that Holder and stated thereon to be specifically for use in connection with the offering of such Holder’s Registrable Securitiessecurities of the Company, provided, however, that the indemnity contained in this Section 12.2 13.2 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of such that Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder’s 's liability under this Section 12.2 13.2 shall not exceed such the Holder’s net 's proceeds (less underwriting discounts and selling commissions) from the offering of securities made in connection with such that Registration. For Any indemnification pursuant to this Section 13.2 shall be several, and not joint and several, among the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth Holders whose Registrable Securities are included in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable SecuritiesRegistration.

Holder's Indemnification of Company. To the extent permitted by lawLaw, each Holder will, severally and not jointlyshall, if Registrable Securities held by such that Holder are included in the securities as to which such Registration Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each person legal counsel and independent accountant of the Company, each underwriter, if any, of the Company’s securities covered by the Registration Statement, each Person who controls the Company or underwriter within the meaning of the Securities Act, and each other such Holder, each of its officers, directors, and constituent partners, and each person Person controlling such the other Holder, against all Damages arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular, or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Holder of any rule or regulation promulgated under the Securities Act, Exchange Act, applicable Blue Sky Laws, or other applicable Laws in the jurisdiction other than the United States in which the Registration occurred, applicable to the Holder and will relating to action or inaction required of the Holder in connection with any Registration, qualification, or compliance, and shall reimburse the Company, such those Holders, such directors, officers, partners, Persons, Law and accounting firms, underwriters or control persons Persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability, or action, in each case to the extent, but only to the extent, that such the untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such that Registration Statement Statement, prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Company by such that Holder and stated thereon to be specifically for use in connection with the offering of such Holder’s Registrable Securitiessecurities of the Company, provided, however, that the indemnity contained in this Section 12.2 13.2 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of such that Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder’s liability under this Section 12.2 13.2 shall not exceed such the Holder’s net proceeds (less underwriting discounts and selling commissions) from the offering of securities made in connection with such that Registration. For Any indemnification pursuant to this Section 13.2 shall be several, and not joint and several, among the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth Holders whose Registrable Securities are included in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable SecuritiesRegistration.

Holder's Indemnification of Company. To the extent permitted by law, each Holder will, severally and not jointly, if Registrable Securities held by such Holder are included in the securities as to which such Registration Registration, qualification or compliance is being effected pursuant to this Agreement, severally and not jointly, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of the Securities Act, and each other such Holder, each of its officers, directors, and constituent partners, legal counsel and accountants and each person controlling such other Holder, against all Damages claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, preliminary or final prospectus, offering circular or any amendment or supplement thereto, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by such Holder of the Securities Act, the 1934 Act or any state securities law, or any rule or regulation promulgated under the Securities Act, the 1934 Act or any state securities law, applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification or compliance; and will reimburse the Company, such Holders, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred incurred, as incurred, in connection with investigating or defending any such Damageclaim, loss, damage, liability or action, in each case to the 45 extent, but only to the extent, that such untrue statement (or alleged untrue statement) or ), omission (or alleged omission) or violation (or alleged violation) is made in such Registration Statement Statement, preliminary or final prospectus, offering circular or any amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Company by such Holder and stated thereon to be specifically for use in connection with the offering of such Holder’s Registrable Securitiessecurities of the Company, provided, however, that the indemnity contained in this Section 12.2 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder’s 's liability under this Section 12.2 11.2 shall be limited to the proportion of any such claim, loss, damage, liability or expense which is equal to the proportion that the public offering price of the securities sold by such Holder in the offering made in connection with such Registration bears to the total public offering price of all securities sold in connection therewith, but shall not exceed such Holder’s 's net proceeds from the offering of securities made in connection with such Registration. For the avoidance of doubt; and provided, it is understood and agreed further, that the only such information furnished by indemnity contained in this Section 11.2 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if settlement is effected without the consent of the Holder (which consent shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securitiesnot unreasonably be withheld).

Holder's Indemnification of Company. To the extent permitted by law, each Holder will, severally and not jointlyshall, if the Registrable Securities held by such that Holder are included in the offer and sale of the securities as to which such Registration Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each person legal counsel and independent accountant of the Company, each underwriter, if any, of the Company’s securities covered by the Registration Statement, each Person who controls Controls the Company or underwriter within the meaning of the Securities Act, and each other Holder selling securities under such HolderRegistration, each of its such other Holder’s, officers, directors, and constituent partners, and each person controlling such Person Controlling the other Holder, against all Damages arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, or other document incident to any Registration, qualification or compliance, or any omission (or alleged omission) to state therein a material fact required to be stated therein (in the case of a Registration Statement) or necessary in order to make the statements made therein (in the case of a Prospectus), in light of the circumstances under which they were made) not misleading, or any violation (or alleged violation) by the Holder of any rule or regulation promulgated under the Securities Act, Exchange Act, applicable Blue Sky laws, or other applicable laws in the jurisdiction other than the United States in which the Registration occurred, applicable to the Holder and will relating to action or inaction required of the Holder in connection with any Registration, qualification, or compliance, and shall reimburse the CompanyCompany as incurred, such those Holders, such directors, officers, partners, Persons, law and accounting firms, underwriters or control persons Control Persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability, or action, in each case to the extent, but only to the extent, that such the untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in that Registration Statement, prospectus, or other document in reliance upon and in conformity with written information furnished to the Company by that Holder and stated to be specifically for use in connection with the offering of securities of the Company, provided, however, that the indemnity contained in this Section 8.2 shall not apply to amounts paid in settlement of any Damages if settlement is effected without the consent of that Holder (which consent shall not be unreasonably withheld) provided further, that each Holder will be liable in any case solely to the extent that such Damages arise out of and are based upon any untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in that Registration Statement Statement, Prospectus or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated thereon specifically to be specifically for use in connection with the offering of such Holder’s Registrable Securitiessecurities of the Company, provided, however, that the indemnity contained in this Section 12.2 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder’s liability under this Section 12.2 8.2 shall not exceed such the Holder’s net proceeds (less underwriting discounts and selling commissions) from the offering of securities made in connection with such that Registration. For the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities.

Holder's Indemnification of Company. To the extent permitted by law, each Holder will, severally and not jointly, if Registrable Securities held by such Holder are included in the securities as to which such Registration Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of the Securities Act, and each other such Holder, each of its officers, directors, and constituent partners, and each person controlling such other Holder, against all Damages arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration StatementStatement or amendment or supplement thereto, prospectus, offering circular, or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by such Holder of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law applicable to such Holder in connection with any such Registration, qualification, or compliance, and will reimburse the Company, such Holders, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability, or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated thereon to be specifically for use in connection with the offering of such Holder’s Registrable Securitiessecurities of the Company, provided, however, that the indemnity contained in this Section 12.2 11.2 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder’s 's liability under this Section 12.2 11.2 shall not exceed such Holder’s net Xxxxxx's gross proceeds from the offering of securities made in connection with such Registration. For the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities.

Holder's Indemnification of Company. To the extent permitted by law, each Each Holder will, severally and not jointly, if Registrable Securities held by such Holder are included in the securities as to which such a Registration is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act, and each other such Holder, each of its officers, directors, and constituent partners, partners and each person controlling such other HolderHolders, against all Damages claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration StatementStatement or related prospectus, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, ; and will reimburse the Company, such Holderseach other Holder, such directors, officers, partners, persons, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement or prospectus in reliance upon and in conformity with written information furnished to the Company by such Holder and stated thereon to be specifically for use in connection with the offering of such Holder’s Registrable Securitiessecurities of the Company; PROVIDED, provided, however, that the indemnity contained in this Section 12.2 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld) and provided, furtherHOWEVER, that each Holder’s 's liability under this Section 12.2 1.8.2 shall not exceed such Holder’s net 's proceeds from the offering of securities Registrable Securities made in connection with such Registration. For the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities.,

Holder's Indemnification of Company. To the extent permitted by law, each Holder will, severally and not jointlyshall, if Registrable Securities held by such Holder are included in the securities as to which such Registration a Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify the Company, each of its employees, directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of the Securities Act, and each other such Holder, each of its officers, members, directors, and constituent partners, and each person controlling such other Holder, against all Damages arising out of or based upon (a) any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular, or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (b) any violation by such Holder of any rule or regulation promulgated under the Securities Act applicable to such Holder and will relating to action or inaction required of such Holder in connection with any such Registration, qualification, or compliance including, but not limited to, failure by the Holder to deliver in connection with any sale or sales by the Holder a subsequent prospectus, amendment or supplement that corrects any statement or omission in any prospectus if such subsequent prospectus, supplement or amendment was delivered to the Holder prior to such sale, and shall reimburse the Company, such Holders, such employees, directors, officers, members, partners, persons, law and accounting firms, underwriters, or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability, or action; provided, however, in each the case of a situation set forth in Section 8.2(a), to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated thereon to be specifically for use in connection with the offering of such Holder’s Registrable Securities, securities of the Company; provided, howeverfurther, that the indemnity contained in this Section 12.2 8.2 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld) ); and provided, further, that each Holder’s 's liability under this Section 12.2 8.2 shall not exceed such Holder’s net 's proceeds from the offering of securities made in connection with such Registration. For the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities.

Holder's Indemnification of Company. To the extent permitted by law, each Each Holder will, severally and not jointly, if Registrable Securities held by such Holder are included in the securities as to which such Registration is effected pursuant to this Agreement, will indemnify the Company, each of its directors and officers, each underwriter, if any, of the Company's Shares covered by a Registration Statement, each person who controls the Company or such underwriter within the meaning of the Securities Act, and each other such Holder, each of its officers, directors, and constituent partners, partners and each person controlling such other Holder, against all Damages claims, losses, damages and liabilities (or actions in respect thereof) suffered or incurred by any of them and arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration StatementStatement or related prospectus, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by such Holder of any rule or regulation promulgated under the Securities Act applicable to such Holder and relating to action or inaction required of such Holder in connection with the Registration of Securities pursuant to such Registration Statement; and will reimburse the Company, such other Holders, such directors, officers, or control partners, persons, underwriters and controlling persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement or prospectus in reliance upon and in conformity with written information furnished to the Company by such Holder and stated thereon to be specifically for use in connection with the offering of such Holder’s Registrable Securities, Securities of the Company; provided, however, that the indemnity contained in this Section 12.2 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder’s 's liability under this Section 12.2 5.2 shall not exceed such Holder’s net 's proceeds from the offering of securities Shares made in connection with such Registration. For the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities.

Holder's Indemnification of Company. To the extent permitted by law, each Holder will, severally and not jointly, if Registrable Securities held by such Holder are included in the securities as to which such Registration Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of the Securities Act, and each other such Holder, each of its officers, directors, and constituent partners, and each person controlling such other Holder, against all Damages arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular, or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by such Holder of any rule or regulation promulgated under the Securities Act applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification, or compliance, and will reimburse the Company, such Holders, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability, or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated thereon to be specifically for use in connection with the offering of such Holder’s Registrable Securitiessecurities of the Company, provided, however, that the indemnity contained in this Section 12.2 13.2 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder’s 's liability under this Section 12.2 13.2 shall not exceed such Holder’s 's net proceeds from the offering of securities made in connection with such Registration. For the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities.

Holder's Indemnification of Company. To the extent permitted by law, each Holder will, severally and not jointly, if Registrable Securities held by such Holder are included in the securities as to which such Registration Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of the Securities Act, and each other such Holder, each of its officers, directors, and constituent partners, and each person controlling such other Holder, against all Damages claims, losses, damages, and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular, or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation or alleged violation by such Holder of the Securities Act, the 1934 Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the 1934 Act or any state securities law applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification, or compliance, and will reimburse pay as incurred to the Company, such Holders, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for persons, any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability, or action, 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) is made in such Registration Statement Statement, prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated thereon to be specifically for use in connection with the offering of such Holder’s Registrable Securities, provided, however, that the indemnity contained in this Section 12.2 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder’s liability under this Section 12.2 shall not exceed such Holder’s net proceeds from the offering of securities made in connection with such Registration. For the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities.and

Holder's Indemnification of Company. To the extent permitted by law, each Holder will, severally and not jointlyshall, if the Registrable Securities held by such that Holder are included in the securities as to which such Registration Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each person legal counsel and independent accountant of the Company, each underwriter, if any, of the Company’s securities covered by the Registration Statement, each Person who controls the Company or underwriter within the meaning of the Securities Act, and each other Holder selling securities under such HolderRegistration, each of its such other Holder’s, officers, directors, and constituent partners, and each person Person controlling such the other Holder, against all Damages arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, or other document incident to any Registration, qualification or compliance, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary in order to make the statements made therein (in the case of a Prospectus, in light of the circumstances under which they were made) not misleading, or any violation (or alleged violation) by the Holder of any rule or regulation promulgated under the Securities Act, Exchange Act, applicable Blue Sky laws, or other applicable laws in the jurisdiction other than the United States in which the Registration occurred, applicable to the Holder and will relating to action or inaction required of the Holder in connection with any Registration, qualification, or compliance, and shall reimburse the Company, such those Holders, such directors, officers, partners, Persons, law and accounting firms, underwriters or control persons Persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability, or action, in each case to the extent, but only to the extent, that such the untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such that Registration Statement Statement, prospectus, or other document in reliance upon and in conformity with written information furnished to the Company by such that Holder and stated thereon to be specifically for use in connection with the offering of such Holder’s Registrable Securitiessecurities of the Company, provided, however, that the indemnity contained in this Section 12.2 7.2 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of such that Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder’s liability under this Section 12.2 7.2 shall not exceed such the Holder’s net proceeds (less underwriting discounts and selling commissions) from the offering of securities made in connection with such that Registration. For the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities.

Holder's Indemnification of Company. To the extent permitted by law, each Each Holder will, severally and not jointly, if Registrable Securities held by such the Holder are included in the securities as to which such a Registration is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act, and each other such Holder, each of its officers, directors, and constituent partners, and each person controlling such other Holder, against all Damages claims, losses, damages and liabilities (or actions in respect hereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration StatementStatement or related prospectus, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, ; and will reimburse the Company, such Holders, such directors, officers, partners, persons, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement or prospectus in reliance upon and in conformity with written information furnished to the Company by such the Holder and stated thereon to be specifically for use in the Registration Statement used in connection with the offering of such Holder’s Registrable Securities, securities of the Company; provided, however, that the indemnity contained in this Section 12.2 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder’s 's liability under this Section 12.2 1.8.2 shall not exceed such Holder’s net 's proceeds from the offering of securities Registrable Securities made in connection with such Registration. For the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities.

Holder's Indemnification of Company. To the extent permitted by law, each Holder will, severally and not jointly, if Registrable Securities held by such Holder are included in the securities as to which such Registration Registration, qualification or compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company of such underwriter within the meaning of the Securities Act, and each other such Holder, each of its officers, directors, directors and constituent partners, partners and each person controlling such other Holder, against all Damages claims, losses, damages, liabilities or expenses (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation (or alleged violation) by such Holder of any rule or regulation promulgated under the Securities Act applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification or compliance; and will reimburse the Company, such Holders, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability, expense or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated thereon to be specifically for use in connection with the offering of such Holder’s Registrable Securitiessecurities of the Company, provided, however, that the indemnity contained in this Section 12.2 6.2 shall not apply to amounts paid in settlement of any such Damages loss, claim, damage, liability or action if such settlement is effected without the consent of such the Holder (which consent shall not be unreasonably withheld) ); and provided, further, provided further that each Holder’s 's liability under this Section 12.2 6.2 shall not exceed such Holder’s 's proceeds net proceeds of sales commissions and expenses from the offering of securities made in connection with such Registration. For the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities.

Holder's Indemnification of Company. To the extent permitted by law, each Holder will, severally and not jointlyshall, if the Registrable Securities held by such that Holder are included in the securities as to which such Registration Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each person Person who controls the Company or underwriter within the meaning of the Securities Act, the respective officers, directors, partners members, employees, representatives and agents of the Company or controlling Person, each underwriter, if any, of the Company’s securities covered by the Registration Statement and each of its officers, directors, partners, agents and each Person who controls any underwriter within the meaning of the Securities Act, and each other Holder selling securities under such HolderRegistration, and each of its Person controlling the other Holder and the respective officers, directors, and constituent partners, members, employees, representatives and each person agents of such Holder or controlling such other HolderPerson (each, a “Holder Indemnified Person”), against all Damages arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, or other document incident to any Registration, qualification or compliance, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary in order to make the statements made therein (in the case of a Prospectus, in light of the circumstances under which they were made) not misleading, and will shall reimburse the Company, such Holders, such directors, officers, or control persons each Indemnified Person for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability, or action, in each case to the extent, but only to the extent, that such the untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such that Registration Statement Statement, prospectus, or other document in reliance upon and in conformity with written information furnished to the Company by such that Holder and stated thereon to be specifically for use in connection with the offering of such Holder’s Registrable Securitiessecurities of the Company, provided, however, that the indemnity contained in this Section 12.2 7.2 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of such that Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder’s liability under this Section 12.2 7.2 shall not exceed such Holder’s net proceeds from the offering of securities made in connection with such Registration. For the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” proceeds net of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable SecuritiesSelling Expenses.

Holder's Indemnification of Company. To the extent permitted by ----------------------------------- law, each Holder will, severally and not jointly, if Registrable Securities held by such Holder are included in the securities as to which such Registration Registration, qualification or compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of the Securities Act, and each other such Holder, each of its officers, directors, directors and constituent partners, partners and each person controlling such other Holder, against all Damages claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular or other document (including any related Registration Statement) incident to any such Registration, qualification or compliance, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by such Holder of the Securities Act, the 1934 Act or any state securities law, or any rule or regulation promulgated under the Securities Act, the 1934 Act or any state securities law, applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification or compliance; and will reimburse the Company, such Holders, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred incurred, as incurred, in connection with investigating or defending any such Damageclaim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated thereon to be specifically for use in connection with the offering of such Holder’s Registrable Securitiessecurities of the Company, provided, however, that the indemnity contained in this Section 12.2 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder’s Holders liability under this Section 12.2 11.2 shall not exceed such Holder’s net 's proceeds from the offering of securities made in connection with such Registration. For the avoidance of doubt; and provided, it is understood and agreed further, that the only such information furnished by indemnity contained in this Section 11.2 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if settlement is effected without the consent of the Holder (which consent shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securitiesnot unreasonably be withheld).

Holder's Indemnification of Company. To the maximum extent permitted by lawapplicable Law, each Holder will, severally and not jointlyshall, if Registrable Securities held by such that Holder are included in the securities as to which such Registration Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each person underwriter, if any, of the Company’s securities covered by such Registration Statement, each Person who controls the Company or underwriter within the meaning of the Securities Act, and each other Holder selling securities in such HolderRegistration, each of its officers, directors, and constituent partners, and each person Person controlling such the other Holder, against all Damages arising which they may suffer that arise out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, preliminary or final prospectus, offering circular, or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation or alleged violation by the Holder of any rule or regulation promulgated under the Securities Act, Exchange Act, applicable Blue Sky Laws, or other applicable Laws in the jurisdiction other than the United States in which such Registration, qualification, or compliance occurred, applicable to the Holder and will relating to action or inaction required of the Holder in connection with such Registration, qualification, or compliance and shall reimburse the Company, such those Holders, such each of its directors, officers, or control persons each Person who controls the Company within the meaning of the Securities Act, and each other Holder, each of its officers, directors and constituent partners, and each Person controlling the other Holders for any legal and any other expenses reasonably incurred by such Person in connection with investigating or defending any such Damageclaim, loss, damage, liability, or action (but not in excess of expenses incurred in respect of one counsel for all of them unless there is a potential conflict of interest of reasonable probability or an actual conflict of interest between any indemnified parties, in which case the indemnified parties may be represented by separate counsel), but in each case to the extent, but extent and only to the extent, extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement actions occur in reliance upon on and in conformity with written information furnished to the Company by or on behalf of such Holder and stated thereon to be specifically expressly for use in connection with such Registration; provided that, that the offering foregoing indemnity agreement is subject to the condition that, insofar as it relates to any such untrue statement, alleged untrue statement, omission or alleged omission made in a preliminary prospectus on file with the SEC at the time the Registration Statement becomes effective or in the Final Prospectus, such indemnity shall not inure to the benefit of (i) any underwriter, if a copy of the Final Prospectus was not furnished to the person asserting the Damages at or prior to the time such action is required by the Securities Act, and if the Final Prospectus would have cured the defect giving rise to the Damages or (ii) any Holder’s Registrable Securities, providedif there is no underwriter and if a copy of the Final Prospectus was furnished to such Holder and was not subsequently furnished by such Holder to the Person asserting the Damages at or prior to the time that such action is required by the Securities Act, however, if the Final Prospectus would have cured the defect giving rise to the Damages; provided further that the indemnity contained in this Section 12.2 8.2 by a Holder shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of such that Holder (which consent shall not be unreasonably withheld) and providedwithheld or delayed); provided further that no such settlement shall be effected without such Holder’s consent unless such settlement includes an unconditional release of such Holder from all liability arising out of such litigation, furtherinvestigation, proceeding or claim; provided further that each Holder’s liability under this Section 12.2 8.2 shall not exceed such Holder’s the net proceeds (less underwriting discounts and selling commissions) received by such Holder from the offering of securities made in connection with that Registration; provided, however, such Registration. For the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder limitation shall consist of (i) the legal name and address of such Holder set forth not apply in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” case of any Registration Statement registering the resale of willful fraud by such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities.

Holder's Indemnification of Company. To the extent permitted by law, each Holder will, (severally and not jointly) will, if Registrable Securities held by such Holder are included for sale in the securities as to which such Registration is and related qualification and compliance effected pursuant to this Agreement, indemnify the Company, each of its directors directors, each officer of the Company who signs the applicable Registration Statement, each legal counsel and officerseach underwriter of the Company’s securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of the Securities ActAct against all claims, losses, damages, and each other such Holder, each of its officers, directors, and constituent partners, and each person controlling such other Holder, against all Damages liabilities (or actions in respect thereof) arising out of or based upon (i) any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, or related document, or (ii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by such Holder of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration and related qualification and compliance, and will reimburse the Companypay as incurred to such persons, such Holders, such directors, officers, or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability, or action, 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) is made in (and such violation pertains to) such Registration Statement or related document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated thereon to be specifically for use in connection with the offering of such Holder’s Registrable Securities, therein; provided, however, that the indemnity contained in this Section 12.2 13.2 shall not apply to amounts paid in settlement of any such Damages claim, loss, damage, liability, or action if settlement is effected without the consent of such Holder (which consent shall not unreasonably be unreasonably withheld) and ); provided, further, that each such Holder’s liability under this Section 12.2 13.2 (when combined with any amounts Holder is liable for under Section 13.4) shall not exceed such Holder’s net proceeds from the offering of securities made in connection with such Registration. For the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities.

Holder's Indemnification of Company. To the extent permitted by law, each Holder will, severally and not jointly, if Registrable Securities held by such Holder are included in the securities as to which such Registration Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and executive officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of the Securities Act, and each other such Holder, each of its officers, directors, and constituent partners, and each person controlling such other Holder, against all Damages claims, losses, damages, and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement by such Holder (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular, or other document, or any omission by such Holder (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in the light of the circumstances under which they were made, or any violation by such Holder of any rule or regulation promulgated under the Securities Act or the Exchange Act or any state securities law or any rules or regulations promulgated thereunder applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification, or compliance, and will reimburse the Company, such Holders, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability, or action, in each case to the extent, but in each case only to the extent, extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Company by a vice president or higher officer or manager of such Holder if such Holder is not an individual and stated thereon to be specifically for use in connection with the offering of such Holder’s Registrable Securities, Registration; provided, however, that the indemnity contained in this Section 12.2 11.2 shall not apply to amounts paid in settlement of any such Damages claim, loss, damage, liability or action if settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder’s 's liability under this Section 12.2 11.2 shall not exceed such Holder’s 's net proceeds from the offering of securities made in connection with such Registration. For the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities.

Holder's Indemnification of Company. To the extent permitted by law, each Holder will, severally and not jointlyshall, if Registrable Securities held by such that Holder are included in the securities as to which such Registration Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company’s securities covered by the Registration Statement, each person who controls the Company or underwriter within the meaning of the Securities Act, and each other such HolderHolder selling securities under the Registration, each of its officers, directors, and constituent partners, and each person controlling such the other Holder, against all Damages arising which they may suffer that arise out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, preliminary or final prospectus, offering circular, or other document, or any omission SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Holder of any rule or regulation promulgated under the Securities Act, Exchange Act, applicable Blue Sky laws, or other applicable laws in the jurisdiction other than the United States in which the Registration occurred, applicable to the Holder and will relating to action or inaction required of the Holder in connection with such Registration, qualification, or compliance, and in each case to the extent and only to the extent that such actions occur in reliance on and in conformity with written information furnished by such Holder expressly for use in connection with such Registration, and shall reimburse the Company, such those Holders, such each of its directors, officers, or control persons each person who controls the Company within the meaning of the Securities Act, and each other Holder, each of its officers, directors and constituent partners, and each person controlling the other Holders for any legal and any other expenses reasonably incurred by such person in connection with investigating or defending any such Damageclaim, loss, damage, liability, or action, in each case to the extent, but only to the extent, that such the untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such that Registration Statement Statement, prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Company by such that Holder and stated thereon in writing to be specifically for use in connection with the offering of such Holder’s Registrable Securitiessecurities of the Company, provided, however, that the indemnity contained in this Section 12.2 14.2 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of such that Holder (which consent shall not be unreasonably withheld) and provided that no such settlement shall be effected without such Holder’s consent unless such settlement includes an unconditional release of such Holder from all liability arising out of such litigation, investigation, proceeding or claim and provided, further, that each Holder’s liability under this Section 12.2 14.2 shall not exceed such Holder’s net proceeds (less underwriting discounts and selling commissions) received by such Holder from the offering of securities made in connection with such that Registration. For the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities.

Holder's Indemnification of Company. To the extent permitted by law, each Holder will, severally and not jointlyshall, if Registrable Securities held by such that Holder are included in the securities as to which such Registration Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each person legal counsel and independent accountant of the Company, each underwriter, if any, of the Company’s securities covered by the Registration Statement, each Person who controls Controls the Company or underwriter within the meaning of the Securities Act, and each other such Holder, each of its officers, directors, and constituent partners, and each person controlling such Person Controlling the other Holder, against all Damages arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular, or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in the light of circumstances under which they were made, not misleading, or any violation by the Holder of any rule or regulation promulgated under the Securities Act, the Exchange Act, applicable Blue Sky laws, or other applicable laws in the jurisdiction other than the United States in which the Registration occurred, applicable to the Holder and will relating to action or inaction required of the Holder in connection with any Registration, qualification, or compliance, and shall reimburse the Company, such those Holders, such directors, officers, partners, Persons, law and accounting firms, underwriters or control persons Control Persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability, or action, in each case to the extent, but only to the extent, that such the untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such that Registration Statement Statement, prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Company by such that Holder and stated thereon to be specifically for use in connection with the offering of such Holder’s Registrable Securitiessecurities of the Company, provided, however, that the indemnity contained in this Section 12.2 14.2 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of such that Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder’s liability under this Section 12.2 14.2 shall not exceed such the Holder’s net proceeds (less underwriting discounts and selling commissions) from the offering of securities made in connection with such that Registration. For Any indemnification pursuant to this Section 14.2 shall be several, and not joint and several, among the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth Holders whose Registrable Securities are included in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable SecuritiesRegistration.

Holder's Indemnification of Company. To the extent permitted by law, each Holder will, severally and not jointlyshall, if the Registrable Securities held by such that Holder are included in the securities as to which such Registration Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each person legal counsel and independent accountant of the Company, each underwriter, if any, of the Company’s securities covered by the Registration Statement, each Person who controls the Company or underwriter within the meaning of the Securities Act, and each other Holder selling securities under such HolderRegistration, each of its such other Holder’s, officers, directors, and constituent partners, and each person Person controlling such the other Holder, against all Damages arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, or other document incident to any Registration, qualification or compliance, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary in order to make the statements made therein (in the case of a Prospectus, in light of the circumstances under which they were made) not misleading, or any violation by the Holder (or alleged violation) of any rule or regulation promulgated under the Securities Act, Exchange Act, applicable Blue Sky laws, or other applicable laws in the jurisdiction other than the United States in which the Registration occurred, applicable to the Holder and will relating to action or inaction required of the Holder in connection with any Registration, qualification, or compliance; and shall reimburse the Company, such those Holders, such directors, officers, partners, Persons, law and accounting firms, underwriters or control persons Persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability, or action, in each case to the extent, but only to the extent, that such the untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such that Registration Statement Statement, prospectus, or other document in reliance upon and in conformity with written information furnished to the Company by such that Holder and stated thereon to be specifically for use in connection with the offering of such Holder’s Registrable Securitiessecurities of the Company, provided, however, that the indemnity contained in this Section 12.2 8.2 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of such that Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder’s liability under this Section 12.2 8.2 shall not exceed such the Holder’s net proceeds (less underwriting discounts and selling commissions) from the offering of securities made in connection with such that Registration. For the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities.

Holder's Indemnification of Company. To the extent permitted by ----------------------------------- law, each Holder will, severally and not jointly, if Registrable Securities held by such Holder are included in the securities as to which such Registration Registration, qualification or compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of the Securities Act, and each other such Holder, each of its officers, directors, and constituent partners, and each person controlling such other Holder, against all Damages claims, losses, damages, and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular, or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in light of the circumstances under which they were made, or any violation by such Holder of any rule or regulation promulgated under the Securities Act applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification, or compliance, and will reimburse the Company, such Holders, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability, or action, in each case to the extent, but in each case only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated thereon to be specifically for use in connection with the offering of such Holder’s Registrable Securities, securities of the Company; provided, however, that the indemnity contained in -------- ------- this Section 12.2 10.2 shall not apply to amounts paid in settlement of any such Damages claim, loss, damage, liability or action if settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld) and ); provided, further, that each Holder’s 's liability under this Section 12.2 10.2 shall not exceed such Holder’s 's net proceeds from the offering of securities made in connection with such Registration. For the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities.

Holder's Indemnification of Company. To the extent permitted by law, each Holder will, severally and not jointly, if Registrable Securities held by such Holder are included in the securities as to which such Registration Registration, qualification or compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officersofficers that has signed the registration statement, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of the Securities Act, and each other such Holder, each of its officers, directors, directors and constituent partners, partners and each person controlling such other Holder, against all Damages claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by such Holder of any rule or regulation promulgated under the Securities Act or Exchange Act or state or federal law applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification or compliance; and will reimburse the Company, such Holders, such directors, officers, partners, persons, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated thereon to be specifically for use in connection with the offering of such Holder’s Registrable Securitiessecurities of the Company, provided, however, that the indemnity contained in this Section 12.2 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder’s 's liability under this Section 12.2 3.6.2 shall be several, and not joint with other Holders, and shall not exceed such Holder’s 's net proceeds from the offering of securities made in connection with such Registration. For the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities.

Holder's Indemnification of Company. To the extent permitted by law, each Holder will, severally and not jointly, if Registrable Securities held by such Holder are included in the securities as to which such Registration Registration, qualification or compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officersofficers that has signed the Registration Statement, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of the Securities Act, and each other such Holder, each of its officers, directors, trustees, agents and constituent partners, partners and each person controlling such other Holder, against all Damages claims, losses, damages, liabilities or expenses (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by such Holder of any rule or regulation promulgated under the Securities Act applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification or compliance; and will reimburse the Company, such Holders, such directors, officers, trustees, agents, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and expressly stated thereon to be specifically for use in connection with the offering of such Holder’s Registrable Securitiessecurities of the Company, provided, however, that the indemnity contained in this Section 12.2 7.2 shall not apply to amounts paid in settlement of any such Damages claim, loss, damage, liability or action if settlement is effected without the consent of such Holder (which consent shall not unreasonably be unreasonably withheld) ); and provided, further, provided further that each Holder’s 's liability under this Section 12.2 7.2 shall not exceed such Holder’s 's net proceeds from the offering of securities made in connection with such Registration. For the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities.

Holder's Indemnification of Company. To the extent permitted by law, each Holder will, severally and not jointly, if Registrable Securities held by such Holder are included in the securities as to which such Registration Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of the Securities Act, and each other such Holder, each of its officers, directors, and constituent partners, and each person controlling such other Holder, against all Damages arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular, or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, such Holders, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability, or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated thereon to be specifically for use in connection with the offering of such Holder’s Registrable Securitiessecurities of the Company, provided, however, that the indemnity contained in this Section 12.2 8.2 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder’s liability under this Section 12.2 8.2 shall not exceed such Holder’s net proceeds from the offering of securities made in connection with such Registration. For the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities.

Holder's Indemnification of Company. To the extent permitted by law, each The Holder will, severally and not jointly, if Registrable Securities held by such the Holder are included in the securities as to which such a Registration is being effected pursuant to this Agreement, indemnify and hold harmless the Company, each of its officers and directors and officers, each person who controls the Company within the meaning of the Securities Act, and each other such Holder, each of its officers, directors, and constituent partners, and each person controlling such other Holder, Act against all Damages claims, losses, damages and liabilities (or actions with respect thereto) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration StatementStatement or related prospectus, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Holder will reimburse the Company, such Holders, Company and such directors, officers, partners, persons or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement or prospectus in reliance upon and in conformity with written information furnished to the Company by such the Holder and stated thereon to be specifically for use in connection with the offering of such Holder’s Registrable Securities, Securities of the Company; provided, however, that the indemnity contained in this Section 12.2 7.7.2 shall not apply to amounts paid in settlement of any such Damages claim, loss, damage, liability or action if settlement is effected without the consent of such the Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder’s liability under this Section 12.2 shall not exceed such Holder’s net proceeds from the offering of securities made in connection with such Registration. For the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securitieswithheld or delayed).

Holder's Indemnification of Company. To the extent permitted by law, each Holder will, severally and not jointlyshall, if Registrable Securities held by such that Holder are included in the securities as to which such Registration Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company’s securities covered by the Registration Statement, each person who controls the Company or underwriter within the meaning of the Securities Act, and each other such Holder, each of its officers, directors, and constituent partners, and each person controlling such the other Holder, against all Damages arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular, or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Holder of any rule or regulation promulgated under the Securities Act, Exchange Act, applicable Blue Sky laws, or other applicable laws in the jurisdiction other than the United States in which the Registration occurred, applicable to the Holder and will relating to action or inaction required of the Holder in connection with any Registration, qualification, or compliance, and shall reimburse the Company, such those Holders, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability, or action, in each case to the extent, but only to the extent, that such the untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such that Registration Statement Statement, prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Company by such that Holder and stated thereon to be specifically for use in connection with the offering of such Holder’s Registrable Securitiessecurities of the Company, provided, however, that the indemnity contained in this Section 12.2 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder’s liability under this Section 12.2 shall not exceed such Holder’s net proceeds from the offering of securities made in connection with such Registration. For the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities.Section

Holder's Indemnification of Company. To the extent permitted by law, each Holder will, severally and not jointly, if Registrable Securities held by such Holder are included in the securities as to which such Registration Registration, qualification or compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officersofficers that has signed the registration statement, each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of the Securities Act, and each other such Holder, each of its officers, directors, directors and constituent partners, partners and each person controlling such other Holder, against all Damages claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by such Holder of any rule or regulation promulgated under the Securities Act or Exchange Act or state or federal law applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification or compliance; and will reimburse the Company, such Holders, such directors, officers, partners, persons, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated thereon to be specifically for use in connection with the offering of such Holder’s Registrable Securities, securities of the Company; provided, however, that the indemnity contained in this Section 12.2 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder’s liability under this Section 12.2 3.6.2 shall be several, and not joint with other Holders, and shall not exceed such Holder’s net proceeds from the offering of securities made in connection with such Registration. For the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth except in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” case of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned willful fraud by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securitiesholder.

Holder's Indemnification of Company. To the extent permitted by ----------------------------------- law, each Holder Holders will, severally and not jointly, if shares of Registrable Securities held by such Holder Stock are included in the securities as to which such Registration Registration, qualification or compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of the Securities Act, and each other security holder whose securities are included in the securities as to which such HolderRegistration, qualification or compliance is being effected pursuant to this Agreement, each of its officers, directors, directors and constituent partners, partners and each person controlling such other Holdersecurity holder, against all Damages claims, damages and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by Holders of any rule or regulation promulgated under the Securities Act applicable to Holders and relating to action or inaction required of Holders in connection with any such Registration, qualification or compliance; and will reimburse the Company, such Holdersother security holders, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular or other document in reliance upon and in strict conformity with written information furnished to the Company by Holders under an instrument duly executed by such Holder person and stated thereon to be specifically for use in connection with the offering of such Holder’s Registrable Securities, securities of the Company; provided, however, that the indemnity agreement contained in this Section 12.2 8.2 shall not apply to amounts paid in settlement of any such Damages loss, claim, damage, liability or action if such settlement is effected without the consent of such Holder (the Holder, which consent shall not be unreasonably withheld) and provided, ; provided further, that each Holder’s liability in no event shall any indemnity under this Section 12.2 shall not 8.2 exceed such Holder’s net the proceeds from the offering of securities made in connection with such Registration. For the avoidance of doubt, it is understood and agreed that the only such information furnished received by any such Holder shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities.

Holder's Indemnification of Company. To the extent permitted by law, each Each Holder will, severally and not jointly, if Registrable Securities held by such the Holder are included in the securities as to which such a Registration is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act, and each other such Holder, each of its officers, directors, and constituent partners, and each person controlling such other Holder, against all Damages claims, losses, damages and liabilities (or actions in respect hereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration StatementStatement or related prospectus, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, ; and will reimburse the Company, such Holders, such directors, officers, partners, persons, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement or prospectus in reliance upon and in conformity with written information furnished to the Company by such the Holder and stated thereon to be specifically for use in the Registration Statement used in connection with the offering of such Holder’s Registrable Securities, securities of the Company; provided, however, that the indemnity contained in this Section 12.2 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder’s 's liability under this Section 12.2 1.10(b) shall not exceed such Holder’s net 's proceeds from the offering of securities Registrable Securities made in connection with such Registration. For the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities.

Holder's Indemnification of Company. To the extent permitted by law, each Holder will, severally and not jointly, if Registrable Securities held by such Holder are included in the securities as to which such Registration Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify and hold harmless the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of the Securities Act, and each other such Holder, seller of Registrable Securities and each of its officers, directors, and constituent partners, and each person controlling such other Holderseller, against all Damages arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular, or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by such Holder of any rule or regulation promulgated under the Securities Act applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification, or compliance, and will reimburse the Company, such Holdersother sellers of Registrable Securities, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability, or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated thereon to be specifically for use in connection with the offering of such Holder’s Registrable Securitiessecurities of the Company, provided, however, that the indemnity contained in this Section 12.2 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld) withheld or delayed); and provided, further, that each Holder’s liability under this Section 12.2 shall not exceed such Holder’s net proceeds from the offering of securities made in connection with such Registration. For the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities.

Holder's Indemnification of Company. To the extent permitted by law, each Holder will, severally and not jointly, if Registrable Securities held by such Holder are included in the securities as to which such Registration Registration, qualification or compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officersofficers that has signed the registration statement, each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of the Securities Act, and each other such Holder, each of its officers, directors, directors and constituent partners, partners and each person controlling such other Holder, against all Damages claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by such Holder of any rule or regulation promulgated under the Securities Act or Exchange Act or state or federal law applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification or compliance; and will reimburse the Company, such Holders, such directors, officers, partners, persons, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated thereon to be specifically for use in connection with the offering of such Holder’s Registrable Securitiessecurities of the Company, provided, however, that the indemnity contained in this Section 12.2 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder’s liability under this Section 12.2 3.6.2 shall be several, and not joint with other Holders, and shall not exceed such Holder’s net proceeds from the offering of securities made in connection with such Registration. For the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities.

Holder's Indemnification of Company. To the extent permitted by law, each Holder will, severally and not jointly, if Registrable Securities held by such Holder are included in the securities as to which such Registration Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of the Securities Act, and each other such Holder, each of its officers, directors, and constituent partners, and each person controlling such other Holder, against all Damages arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular, or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by such Holder of any rule or regulation promulgated under the Securities Act applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification, or compliance, and will reimburse the Company, such Holders, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability, or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated thereon to be specifically for use in connection with the offering of such Holder’s Registrable Securitiessecurities of the Company, provided, however, that the indemnity contained in this Section 12.2 11.2 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder’s 's liability under this Section 12.2 11.2 shall not exceed such Holder’s net 's proceeds from the offering of securities made in connection with such Registration. For the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of unless due to such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities's gross negligence or intentional acts or omissions.

Holder's Indemnification of Company. To the extent permitted by ----------------------------------- law, each Holder will, severally and not jointly, if Registrable Securities held by such Holder are included in the securities as to which such Registration Registration, qualification or compliance is being effected pursuant to this Agreement, severally, but not jointly with other Holders, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of the Securities Act, and each other such Holder, each of its officers, directors, directors and constituent partners, partners and each person controlling such other Holder, against all Damages claims, damages and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by such Holder of any rule or regulation promulgated under the Securities Act applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification or compliance; and will reimburse the Company, such Holders, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated thereon to be specifically for use in connection with the offering of such Holder’s Registrable Securitiessecurities of the Company, provided, however, that the indemnity contained in this Section 12.2 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder’s 's liability under this Section 12.2 11.2 shall not exceed such Holder’s net 's proceeds from the offering of securities made in connection with such Registration. For the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities.

Holder's Indemnification of Company. To the extent permitted by law, each Holder will, severally and not jointlyshall, if Registrable Securities held owned by such Holder are included in the securities as to which such Registration is effected registered pursuant to this Agreement, indemnify the CompanyIssuer, each of its shareholders, directors and officers, each person underwriter, if any, of such securities, each Person who controls the Company Issuer or such underwriter within the meaning of the Securities Act, and each other such Holder, each of its officers, directors, directors and constituent partners, general partners and each person Person controlling such other Holder, against all Damages Losses arising out of or based upon (i) any untrue statement (or alleged untrue statement) of a material fact contained in any such prospectus, any amendment or supplement thereof, or any preliminary prospectus or other document (including any related Registration Statement) incident to any such registration or any related compliance with other securities laws under Section 1.3, or (ii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any violation by such Holder of the Securities Act, the Exchange Act or any other securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act or any other securities law, applicable to such Holder and relating to action or inaction required of such Holder in connection with any such registration or compliance; and such Holder will reimburse the Company, each such Holders, such directors, officers, or control persons Indemnified Party for any legal and any other expenses (including, without limitation, attorneys’ fees) reasonably incurred in connection with investigating or defending any such DamageLosses; provided, however, that in each the case to the extentof a misstatement or omission, but such obligation shall apply only to the extent, extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement prospectus, amendment, supplement, preliminary prospectus or other document in reliance upon and in conformity with written information furnished to the Company Issuer in writing by such Holder or any of its officers, directors, general partners or controlling persons; and stated thereon to be specifically for use in connection with the offering of such Holder’s Registrable Securities, provided, howeverfurther, that the indemnity contained in this Section 12.2 1.7(b) shall not apply to amounts paid in settlement of any such Damages Losses if settlement is effected without the consent of such the Holder (which consent shall not unreasonably be unreasonably withheld) and ); provided, further, that each Holder’s liability under this Section 12.2 the Holder shall not exceed such Holder’s net proceeds from the offering of securities made in connection with such Registration. For the avoidance of doubt, it is understood and agreed that the only such information furnished be liable for legal fees incurred by any such Holder shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and Indemnified Party after the offering (excluding percentages) Holder assumes the defense of the action in accordance with Section 1.7(c), except to the extent that appears any Indemnified Party hires separate counsel as a result of a conflict described in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable SecuritiesSection 1.7(c).

Holder's Indemnification of Company. To the extent permitted by law, each Holder will, severally and not jointlyshall, if the Registrable Securities held by such that Holder are included in the securities as to which such Registration Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each person legal counsel and independent accountant of the Company, each underwriter, if any, of the Company’s securities covered by the Registration Statement, each Person who controls the Company or underwriter within the meaning of the Securities Act, and each other Holder selling securities under such HolderRegistration, each of its such other Holder’s, officers, directors, and constituent partners, and each person Person controlling such the other Holder, against all Damages arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, or other document incident to any Registration, qualification or compliance, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary in order to make the statements made therein (in the case of a Prospectus, in light of the circumstances under which they were made) not misleading, or any violation (or alleged violation) by the Holder of any rule or regulation promulgated under the Securities Act, Exchange Act, applicable Blue Sky laws, or other applicable laws in the jurisdiction other than the United States in which the Registration occurred, applicable to the Holder and will relating to action or inaction required of the Holder in connection with any Registration, qualification, or compliance, and shall reimburse the Company, such those Holders, such directors, officers, partners, Persons, law and accounting firms, underwriters or control persons Persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability, or action, in each case to the extent, but only to the extent, that such the untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such that Registration Statement Statement, prospectus, or other document in reliance upon and in conformity with written information furnished to the Company by such that Holder and stated thereon to be specifically for use in connection with the offering of such Holder’s Registrable Securitiessecurities of the Company, provided, however, that the indemnity contained in this Section 12.2 8.2 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of such that Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder’s liability under this Section 12.2 7.2 shall not exceed such the Holder’s net proceeds (less underwriting discounts and selling commissions) from the offering of securities made in connection with such that Registration. For the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities.

Holder's Indemnification of Company. To the extent permitted by law, each Holder will, severally and not jointly, if Registrable Securities held by such Holder are included in the securities as to which such Registration Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of the Securities Act, and each other such Holder, each of its officers, directors, and constituent partners, and each person controlling such other Holder, against all Damages claims, losses, damages, and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular, or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by such Holder of any rule or regulation promulgated under the Securities Act applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification, or compliance, and will reimburse the Company, such Holders, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability, or action, in each case to the extent, but in each case only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated thereon to be specifically for use in connection with the offering of such Holder’s Registrable Securitiessecurities of the Company, provided, however, that the indemnity contained in this Section 12.2 13.2 shall not apply to amounts paid in settlement of any such Damages claim, loss, damage, liability or action if settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder’s 's liability under this Section 12.2 13.2 shall not exceed such Holder’s net 's proceeds from the offering of securities made in connection with such Registration. For the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities.

Holder's Indemnification of Company. To the extent permitted by law, each Holder will, severally and not jointly, if Registrable Securities held by such Holder are included in the securities as to which such Registration Registration, qualification or compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of the Securities Act, and each other such Holder, each of its officers, directors, directors and constituent partners, partners and each person controlling such other Holder, against all Damages claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by such Holder of any rule or regulation promulgated under the Securities Act applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification or compliance; and will reimburse the Company, such Holders, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated thereon to be specifically for use in connection with the offering of securities of the Company. Notwithstanding the foregoing, a Holder's liability under this Section 13.2 shall not exceed such Holder’s Registrable Securities's proceeds from the offering of securities made in connection with such Registration, provided, however, that and the indemnity contained in this Section 12.2 13.2 shall not apply to amounts paid in settlement of any such Damages claim, loss, damage, liability or action if settlement is effected without the consent of such Holder (which consent shall not unreasonably be unreasonably withheld) and provided, further, that each Holder’s liability under this Section 12.2 shall not exceed such Holder’s net proceeds from the offering of securities made in connection with such Registration. For the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities).

Holder's Indemnification of Company. To the extent permitted ----------------------------------- by law, each Holder will, severally and not jointly, if Registrable Securities held by such Holder are included in the securities as to which such Registration Registration, qualification or compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of the Securities Act, and each other such Holder, each of its officers, directors, directors and constituent partners, partners and each person controlling such other Holder, against all Damages claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular or other document (including any related Registration Statement) incident to any such Registration, qualification or compliance, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by such Holder of the Securities Act, the 1934 Act or any state securities law, or any rule or regulation promulgated under the Securities Act, the 1934 Act or any state securities law, applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification or compliance; and will reimburse the Company, such Holders, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred incurred, as incurred, in connection with investigating or defending any such Damageclaim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated thereon to be specifically for use in connection with the offering of such Holder’s Registrable Securitiessecurities of the Company, provided, however, that the indemnity contained in this Section 12.2 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder’s Holders liability under this Section 12.2 6.2 shall not exceed such Holder’s net 's proceeds from the offering of securities made in connection with such Registration. For the avoidance of doubt; and provided, it is understood and agreed further, that the only such information furnished by indemnity contained in this Section 6.2 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if settlement is effected without the consent of the Holder (which consent shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securitiesnot unreasonably be withheld).

Holder's Indemnification of Company. To the extent permitted by law, each Holder will, severally and not jointly, if Registrable Securities held by such Holder are included in the securities as to which such Registration Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of the Securities Act, and each other such Holder, each of its ZCG and their respective officers, directors, trustees, members, employees and constituent partners, and each person controlling such other Holder, against all Damages arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration StatementStatement or amendment or supplement thereto, prospectus, offering circular, or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by such Holder of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law applicable to such Holder in connection with any such Registration, qualification, or compliance, and will reimburse the Company, such Holders, ZCG, such directors, officers, trustees, members, employees and partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability, or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated thereon to be specifically for use in connection with the offering of such Holder’s Registrable Securitiessecurities of the Company, provided, however, that the indemnity contained in this Section 12.2 7.2 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder’s 's liability under this Section 12.2 7.2 shall not exceed such Holder’s net 's gross proceeds from the offering of securities made in connection with such Registration. For the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities.

Holder's Indemnification of Company. To the extent permitted by law, each Holder will, severally and not jointly, if Registrable Securities held by such Holder are included in the securities as to which such Registration Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of the Securities Act, and each other such Holder, each of its officers, directors, and constituent partners, and each person controlling such other Holder, against all Damages claims, losses, damages, and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular, or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation or alleged violation by such Holder of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification, or compliance, and will reimburse pay as incurred to the Company, such Holders, such directors, officers, or control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damagepartners, in each case to the extentpersons, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement in reliance upon and in conformity with written information furnished to the Company by such Holder and stated thereon to be specifically for use in connection with the offering of such Holder’s Registrable Securities, provided, however, that the indemnity contained in this Section 12.2 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder’s liability under this Section 12.2 shall not exceed such Holder’s net proceeds from the offering of securities made in connection with such Registration. For the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities.law

Holder's Indemnification of Company. To the extent permitted by law, each Holder will, severally and not jointly, if Registrable Securities held by such Holder are included in the securities as to which such Registration registration, qualification or compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of the Securities Act, and each other such Holder, each of its officers, directors, directors and constituent partners, partners and each person controlling such other Holder, against all Damages claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular or other document (including any related Registration Statement) incident to any such registration, qualification or compliance, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by such Holder of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law, applicable to such Holder and relating to action or inaction required of such Holder in connection with any such registration, qualification or compliance, and will reimburse the Company, such Holders, such directors, officers, partners, persons, law and accounting firms, underwriters or control persons for any legal and any other expenses reasonably incurred incurred, as incurred, in connection with investigating or defending any such Damageclaim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated thereon to be specifically for use in connection with the offering of such Holder’s Registrable Securities, securities of the Company; provided, however, that the indemnity contained in this Section 12.2 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder’s 's liability under this Section 12.2 11.2 shall not exceed such Holder’s net 's proceeds from the offering of securities made in connection with such Registration. For the avoidance of doubt; and provided, it is understood and agreed further, that the only such information furnished by indemnity contained in this Section 11.2 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if settlement is effected without the consent of the Holder (which consent shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securitiesnot unreasonably be withheld).

Holder's Indemnification of Company. To the extent permitted by law, each the Holder will, severally and not jointlyshall, if Registrable Securities held by such the Holder are included in the securities as to which such Registration Registration, qualification or compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors directors, officers and officersemployees, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of the Securities Act, and each other such Holderselling shareholder, each of its officers, directors, directors and constituent partners, partners and each person controlling such other Holdershareholder, against all Damages claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Holder of any rule or regulation promulgated under the Securities Act applicable to the Holder and relating to action or inaction required of the Holder in connection with any such Registration, qualification or compliance; and will reimburse the Company, such Holdersshareholders, such directors, officersofficers and employees, or partners, persons, law and accounting firms, underwriters and control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement Statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by the Holder, or an officer, director, constituent partner, counsel or controlling persons of such Holder and stated thereon to be specifically Holder, for use in connection with the offering of such Holder’s Registrable Securities, provided, however, that the indemnity contained in this Section 12.2 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld) Registration and provided, further, that each Holder’s liability under this Section 12.2 shall not exceed such Holder’s net proceeds from the offering of securities made in connection with such Registration. For of the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable SecuritiesCompany.

Holder's Indemnification of Company. To the extent permitted by law, each Holder will, severally and not jointly, if Registrable Securities held by such Holder are included in the securities as to which such Registration Registration, qualification or compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company’s securities covered by such a Registration Statement, each person who controls the Company or such underwriter within the meaning of the Securities Act, and each other such Holder, each of its officers, directors, managers and constituent partners, partners and members and each person controlling such other HolderHolder (collectively, “Company Indemnitees”), against all Damages claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact obtained from such Holder and contained in any such Registration Statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by such Holder of any rule or regulation promulgated under the Securities Act applicable to such Holder and relating to action or inaction required of such Holder in connection with any such Registration, qualification or compliance; and will reimburse the Company, such Holders, such directors, officers, or control persons Company Indemnitees for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder about such Holder and stated thereon to be specifically for use in connection with the offering of such Holder’s Registrable Securitiessecurities of the Company, provided, however, that the indemnity contained in this Section 12.2 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder’s liability under this Section 12.2 2.6(b) shall not exceed such Holder’s net proceeds from the offering of securities made in connection with such Registration. For the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” Registration net of any Registration Statement registering reasonably determined selling expenses for the resale account of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities.

Holder's Indemnification of Company. To the extent permitted by law, each Holder will, severally and not jointlyshall, if Registrable Securities held by such that Holder are included in the securities as to which such Registration Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each underwriter, if any, of the Company's securities covered by the Registration Statement, each person who controls the Company or underwriter within the meaning of the Securities Act, and each other such Holder, each of its officers, directors, and constituent partners, and each person controlling such the other Holder, against all Damages arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular, or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Holder of any rule or regulation promulgated under the Securities Act, Exchange Act, applicable Blue Sky laws, or any other applicable laws in the jurisdiction other than the United States in which the Registration occurred, applicable to the Holder and will relating to action or inaction required of the Holder in connection with such Registration, qualification, or compliance, and shall reimburse the Company, such other Holders, such directors, officers, partners, persons, law and accounting firms, underwriters or each of their control persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such Damageclaim, loss, damage, liability, or action, in each case to the extent, but only to the extent, that such the untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such that Registration Statement Statement, prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Company by such that Holder and stated thereon to be specifically for use in connection with the offering of such Holder’s Registrable Securitiessecurities of the Company, provided, however, that the indemnity contained in this Section 12.2 13.2 shall not apply to amounts paid in settlement of any such Damages if such settlement is effected without the consent of such that Holder (which consent shall not be unreasonably withheld) and provided, further, that each Holder’s 's liability under this Section 12.2 13.2 shall not exceed the proceeds (less underwriting discounts and selling commissions) received by such Holder’s net proceeds Holder from the offering of securities made in connection with such that Registration. For the avoidance of doubt, it is understood and agreed that the only such information furnished by any such Holder shall consist of (i) the legal name and address of such Holder set forth in the Holder’s respective footnote that appears under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities and (ii) the number of shares of Common Stock owned by such Holder before and after the offering (excluding percentages) that appears in the table (and corresponding footnotes) under the caption “Principal and selling stockholders” of any Registration Statement registering the resale of such Holder’s Registrable Securities.