Common use of Indemnification by Holders of Registrable Securities Clause in Contracts

Indemnification by Holders of Registrable Securities. In connection with any registration in which the holders of Registrable Securities is participating, the holders of Registrable Securities will furnish to the Company in writing such information with respect to the holders of Registrable Securities as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnify, to the full extent permitted by law, the Company, the directors and officers of the Company signing the Registration Statement and each person who controls the Company (within the meaning of the Act and the Exchange Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements in the Registration Statement or Prospectus or preliminary Prospectus (in the case of the Prospectus or any preliminary Prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information with respect to such holder of Registrable Securities so furnished in writing by such holders of Registrable Securities specifically for inclusion therein. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information with respect to such persons or entities so furnished in writing by such persons or entities or their representatives specifically for inclusion in any Prospectus or Registration Statement.

Indemnification by Holders of Registrable Securities. In connection with any registration in which the holders statement covering Registrable Securities, each Holder any of whose Registrable Securities is participating, the holders of Registrable Securities will are covered thereby shall furnish to the Company in writing such information and affidavits with respect to the holders of Registrable Securities such Holder as the Company reasonably requests for use in connection with such registration statement, any Registration Statement related prospectus or Prospectus preliminary prospectus, or any amendment or supplement thereto, and agrees to shall indemnify, to the full extent permitted by law, the Company, the directors Company's directors, officers, employees and officers of the Company signing the Registration Statement and agents, each person Person who controls the Company (within the meaning of the Act and the Exchange Securities Act) and any investment adviser thereof or agent therefor, against any all losses, claims, damages, liabilities and expenses resulting from (including costs of investigation and legal expenses) arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any registration statement covering any Registrable Securities, any related prospectus or preliminary prospectus, or any amendment or supplement thereto, or any omission or alleged omission to state in any thereof a material fact required to be stated therein or necessary to make the statements in the Registration Statement or Prospectus or preliminary Prospectus therein (in the case of the Prospectus a prospectus or any preliminary Prospectusprospectus supplement, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that such the same arises out of or is based upon an untrue statement or alleged untrue statement of a material fact or an omission is contained or alleged omission to state a material fact in any such registration statement or in such related prospectus, preliminary prospectus, amendment or supplement, as the case may be, made or omitted, as the case may be, in reliance upon and in conformity with written information with respect furnished to such holder of Registrable Securities so furnished in writing the Company by such holders of Registrable Securities specifically Holder expressly for inclusion use therein. In Notwithstanding any other provision hereof, in no event shall the liability indemnification obligation of any selling holder of Registrable Securities hereunder Holder be greater in amount than the dollar amount of the proceeds received by such holder Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information with respect to such persons or entities so furnished in writing by such persons or entities or their representatives specifically for inclusion in any Prospectus or Registration Statement.

Indemnification by Holders of Registrable Securities. In connection with any registration Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, in which the holders of Registrable Securities a Holder is participating, the holders of Registrable Securities will such Holder shall furnish to the Company Issuers and the Guarantors in writing such information with respect to the holders of Registrable Securities as the Company Issuers and the Guarantors reasonably requests request for use in connection with any such Registration Statement Statement, preliminary prospectus, Prospectus or Prospectus form of prospectus, any amendment or supplement thereto, and agrees shall, severally and not jointly, without limitation as to indemnifytime, indemnify and hold harmless the Issuers and the Guarantors, their respective members, managers, directors, officers, agents and employees, each controlling person of the Issuers or any of the Guarantors and the members, managers, directors, officers, agents or employees of such controlling persons, to the full fullest extent permitted by lawlawful, the Company, the directors from and officers of the Company signing the Registration Statement and each person who controls the Company (within the meaning of the Act and the Exchange Act) against any lossesand all Losses, claimsas incurred, damages, liabilities and expenses resulting from arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the Registration Statement or Prospectus or preliminary Prospectus (in the case of the Prospectus or any preliminary Prospectus, in light of the circumstances under which they were made) , not misleading, misleading to the extent, but only to the extent, that such untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information with respect to such holder of Registrable Securities so furnished in writing by such holders Holder to the Issuers and the Guarantors expressly for use in any Registration Statement, preliminary prospectus, Prospectus or form of Registrable Securities specifically for inclusion thereinprospectus, or any amendment or supplement thereto. In no event shall the liability of any selling holder of Registrable Securities hereunder Holder be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent Holder's Maximum Contribution Amount (as provided above with respect to information with respect to such persons or entities so furnished in writing by such persons or entities or their representatives specifically for inclusion in any Prospectus or Registration Statementdefined below).

Indemnification by Holders of Registrable Securities. In connection with any registration in which the holders Each selling holder of Registrable Securities will, in the event that any Registration is participating, being effected under the holders Securities Act pursuant to this Agreement of any Registrable Securities will furnish held by such selling holder, indemnify and hold harmless to the Company in writing such information with respect to the holders of Registrable Securities as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnify, to the full fullest extent permitted by law, law the Company, the directors each of its directors, officers, employees and officers of the Company signing the Registration Statement agents and each person who controls the Company (within the meaning of the Securities Act and each underwriter (if any), and each other selling holder and each other Person, if any, who controls another selling holder or such underwriter within the Exchange meaning of the Securities Act) , against any expenses, losses, judgments, claims, damagesdamages or liabilities, whether joint or several, insofar as such expenses, losses, judgments, claims, damages or liabilities and expenses resulting from (or actions in respect thereof) arise out of or are based upon any untrue statement (or allegedly untrue statement) of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission (or alleged omission) to state a material fact required to be stated therein or necessary to make the statements in the Registration Statement or Prospectus or preliminary Prospectus (in the case of the Prospectus or any preliminary Prospectus, in light of the circumstances under which they were made) statement therein not misleading, to if the extent, but only to the extent, that such untrue statement or omission is contained was made in any reliance upon and in conformity with information with respect to such holder of Registrable Securities so furnished in writing to the Company by such holders of Registrable Securities specifically selling holder expressly for inclusion use therein. In no event shall the liability of any , and each selling holder of Registrable Securities shall reimburse the Company, its directors, officers employees and agents and each person who controls the Company, and each other selling holder or controlling Person for any legal or other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, judgment, claim, damage, liability or action. Each selling holder’s indemnification obligations hereunder shall be greater in amount than several and not joint and shall be limited to the dollar amount of the any net proceeds actually received by such holder upon the sale selling holder. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Registrable Securities giving rise to such indemnification obligation. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information with respect to such persons or entities so furnished in writing by such persons or entities or their representatives specifically for inclusion in any Prospectus or Registration Statementindemnified party.

Indemnification by Holders of Registrable Securities. In connection with any registration Registration Statement in which the holders a holder of Registrable Securities is participating, the holders of Registrable Securities each such holder will furnish to the Company in writing such information with respect to the holders of Registrable Securities and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and agrees to indemnifyprospectus and, to the full extent permitted by law, the Company, the directors will indemnify and officers of hold harmless the Company signing the Registration Statement and each person who controls the Company (within the meaning of the Act and the Exchange Act) its Indemnitees against any losses, claims, damages, liabilities, joint or several, to which the Company or any such Indemnitee may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities and expenses resulting from (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (a) any untrue or alleged untrue statement of a material fact contained in the Registration Statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or in any application, together with any documents incorporated therein by reference or (b) any omission to state or alleged omission of a material fact required to be stated therein or necessary to make the statements in the Registration Statement or Prospectus or preliminary Prospectus (in the case of the Prospectus or any preliminary Prospectus, in light of the circumstances under which they were made) therein not misleading, to the extent, but only to the extent, extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is contained made in such Registration Statement, any such prospectus or preliminary prospectus or any amendment or supplement thereto, or in any application, in reliance upon and in conformity with written information with respect prepared and furnished to the Company by such holder expressly for use therein, and such holder will reimburse the Company and each such Indemnitee for any reasonable legal or any other reasonable expenses, including any amounts paid in any settlement effected with the consent of Registrable Securities so furnished such holder, incurred by them in writing by connection with investigating or defending any such holders of Registrable Securities specifically for inclusion therein. In no event shall loss, claim, liability, action or proceeding; provided, however, that the liability of any selling obligation to indemnify will be individual (and not joint and several) to each holder of Registrable Securities hereunder and will be greater in amount than limited to the dollar net amount of the proceeds received by such holder upon from the sale of the Registrable Securities giving rise pursuant to such indemnification obligation. The Company shall be entitled to receive indemnities from underwritersregistration statement, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information with respect to such persons or entities so furnished in writing less any other amounts paid by such persons holder in respect of such untrue statement, alleged untrue statement, omission or entities or their representatives specifically for inclusion alleged omission. For the avoidance of doubt, a holder shall only be required to provide the foregoing indemnification in any Prospectus or Registration Statementconnection with information provided in such holder’s capacity as a holder of equity securities of the Company.

Indemnification by Holders of Registrable Securities. In connection with any registration Registration Statement in which the holders of Registrable Securities Holder is participating, the holders of Registrable Securities Holder will furnish to the Company in writing such information with respect to the holders name and address of Registrable Securities such Holder and such other information as the Company may be reasonably requests required for use in connection with any such Registration Statement or Prospectus and agrees to indemnifyindemnity, to the full extent permitted by law, the Company, the its directors and officers of the Company signing the Registration Statement and each person Person who controls the Company (within the meaning of the Act and the Exchange Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements in the Registration Statement or Prospectus or preliminary Prospectus (in any amendment thereof or supplement thereto or necessary to make the case of the Prospectus or any preliminary Prospectus, in light of the circumstances under which they were made) statements therein not misleading, to the extent, but only to the extent, that such untrue or alleged untrue statement or omission is contained in relates to any information with respect to such holder of Registrable Securities Holder so furnished in writing by such holders of Registrable Securities Holder specifically for inclusion thereinin any Prospectus or Registration Statement; provided, however, that such Holder shall not be liable in any such case to the extent that prior to the filing of any such Registration Statement or Prospectus or amendment thereof or supplement thereto, such Holder has furnished in writing to the Company information expressly for use in such Registration Statement or Prospectus or any amendment thereof or supplement thereto which corrected or made not misleading information previously furnished to the Company. In no event shall the liability of any selling holder of Registrable Securities Selling Holder hereunder be greater in amount than the dollar amount of the proceeds received by such holder Selling Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information with respect to such persons or entities so furnished in writing by such persons or entities or their representatives specifically for inclusion in any Prospectus or Registration Statement.

Indemnification by Holders of Registrable Securities. In connection Each Selling Holder agrees, severally but not jointly, to indemnify and hold harmless the Company, its officers, directors, employees and agents and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, together with any registration in which the holders partners, officers, directors, employees and agents of Registrable Securities is participatingsuch controlling person (individually, a "Company Controlling Person" and collectively, the holders of Registrable Securities will furnish "Company Controlling Persons"), to the same extent as the foregoing indemnity from the Company to such Selling Holder, but only with reference to information related to such Selling Holder, or its plan of distribution, furnished in writing by such information with respect to the holders of Registrable Securities as the Company reasonably requests Selling Holder or on such Selling Holder's behalf expressly for use in connection with any Registration Statement registration statement or Prospectus prospectus relating to such Selling Holder's Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company or its officers, directors, employees or agents or any such Company Controlling Persons or, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and agrees duties given to indemnify, to the full extent permitted by law, the Company, and the directors Company or its officers, directors, employees or agents or such Company Controlling Persons, shall have the rights and officers duties given to such Selling Holder, under Section 4.1. Each Selling Holder also agrees, severally but not jointly, to indemnify and hold harmless each other Selling Holder and any underwriters of the Company signing the Registration Statement Registrable Securities, and their respective officers and directors and each person who controls each such other Selling Holder or underwriter on substantially the same basis as that of the indemnification of the Company (within the meaning of the Act and the Exchange Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements provided in the Registration Statement or Prospectus or preliminary Prospectus (in the case of the Prospectus or any preliminary Prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information with respect to such holder of Registrable Securities so furnished in writing by such holders of Registrable Securities specifically for inclusion therein. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligationthis Section 4.2. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above above, with respect to information with respect to such persons or entities so furnished in writing by such persons or entities or their representatives specifically for inclusion in any Prospectus prospectus or Registration Statementregistration statement. In no event shall the liability of any Selling Holder be greater in amount than the dollar amount of the net proceeds received by such Selling Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Holders of Registrable Securities. In connection with any registration in which the holders of Registrable Securities is participating, the holders of Registrable Securities will furnish to the Company in writing such information with respect to the holders of Registrable Securities as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and in which a Holder includes Registrable Securities, such Holder agrees to indemnify, to the full fullest extent permitted by law, individually and not jointly and severally, the Company, the directors and officers of the Company signing the each other Holder which includes Registrable Securities in such Registration Statement Statement, their respective directors, officers, employees, attorneys, accountants, agents, representatives and each person Person who controls the Company and such Holders (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) (collectively, “Company/Holder Indemnitees”), from and against any losses, claims, damages, liabilities and expenses resulting from all Losses arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, Prospectus, or other offering document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements in the Registration Statement or Prospectus or preliminary Prospectus therein (in the case of the Prospectus or any preliminary Prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse the Company and each Holder Indemnitee for any legal or any other expenses reasonably 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 contained made in any such Registration Statement, Prospectus, or other offering document in reliance upon and in conformity with written information with respect furnished to such holder of Registrable Securities so furnished in writing the Company by such holders of Registrable Securities specifically Holder expressly for inclusion therein. In no event in such Registration Statement, Prospectus, or other offering document; provided, however, that the obligations of such Holder hereunder shall not apply to amounts paid in settlement of any such claims, losses, damages or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld or delayed); and provided, further, that the liability of any selling holder of Registrable Securities each Holder hereunder shall be greater in amount than limited to the dollar amount of the net proceeds received by such holder upon Holder from the sale of the Registrable Securities giving rise to such indemnification obligation. The Company Furthermore, in connection with an Underwritten Offering, each Holder shall be entitled provide customary indemnification to receive indemnities from the underwriters, selling brokers, dealer managers their officers and similar securities industry professionals participating in directors and each Person who controls such underwriters (within the distribution, to meaning of Section 15 of the same extent as provided above with respect to information with respect to such persons or entities so furnished in writing by such persons or entities or their representatives specifically for inclusion in any Prospectus or Registration StatementSecurities Act and Section 20 of the Exchange Act).

Indemnification by Holders of Registrable Securities. In connection with any registration in which To the holders of Registrable Securities is participating, the holders of Registrable Securities will furnish to the Company in writing such information with respect to the holders of Registrable Securities as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnify, to the full extent permitted by law, the Company, the directors each Shareholder will indemnify and officers of hold harmless the Company signing the Registration Statement and each person who controls the Company (within the meaning of the Act and the Exchange Act) its Indemnitees against any losses, claims, damages, liabilities, joint or several, to which the Company or any such Indemnitee may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities and expenses resulting from (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (a) any untrue or alleged untrue statement of a material fact contained in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto, in each case with respect to a Demand Registration effected in accordance herewith, or (b) any omission to state or alleged omission of a material fact required to be stated therein or necessary to make the statements in the Registration Statement or Prospectus or preliminary Prospectus (in the case of the Prospectus or any preliminary Prospectus, in light of the circumstances under which they were made) therein not misleading, to the extent, but only to the extent, extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is contained made in such registration statement, any such prospectus or preliminary prospectus or any amendment or supplement thereto, in reliance upon and in conformity with written information prepared and furnished to the Company by such Shareholder expressly for use therein, and such Shareholder will reimburse each of the Company and each such Indemnitee for any legal or any other expenses including any amounts paid in any information settlement effected with the consent of such Shareholder, which consent will not be unreasonably withheld or delayed, incurred by it in connection with investigating or defending any such loss, damage, claim, liability, action or proceeding with respect to such holder of Registrable Securities so furnished in writing by such holders of Registrable Securities specifically for inclusion therein. In no event shall which it is entitled to indemnity hereunder; provided, however, that the liability of any selling holder of Registrable Securities hereunder obligation to indemnify will be greater in amount than individual (and not joint and several) to each Shareholder and will be limited to the dollar net amount of the proceeds received by such holder upon Shareholder from the sale of the Registrable Securities giving rise pursuant to such indemnification obligation. The Company shall be entitled to receive indemnities from underwritersregistration statement, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information with respect to such persons or entities so furnished in writing less any other amounts paid by such persons Shareholder in respect of such untrue statement, alleged untrue statement, omission or entities or their representatives specifically for inclusion in any Prospectus or Registration Statementalleged omission.

Indemnification by Holders of Registrable Securities. In connection with any registration in which the holders of Registrable Securities is participating, the holders Each selling holder of Registrable Securities will furnish severally and not jointly, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling holder, indemnify and hold harmless to the Company in writing such information with respect to the holders of Registrable Securities as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnify, to the full fullest extent permitted by law, applicable law the Company, the directors each of its directors, officers, employees, and officers of the Company signing the Registration Statement agents and each person Person who controls the Company (within the meaning of the Act and the Exchange Securities Act) , against any losses, claims, judgments, damages, liabilities liabilities, or expenses (including reasonable costs of investigation and legal expenses) whether joint or several, insofar as such losses, claims, damages, liabilities, or expenses resulting from (or actions or proceedings in respect thereof, whether or not such indemnified party is a party thereto) arise out of or are based upon (1) any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary Prospectus, final Prospectus, or summary Prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statements in the Registration Statement or Prospectus or preliminary Prospectus (in the case of the Prospectus or any preliminary Prospectus, in light of the circumstances under which they were made) statement therein not misleading, misleading to the extent, but extent and only to the extent, extent that such untrue the statement or omission is contained was made in any reliance upon and in conformity with information with respect to such holder of Registrable Securities so furnished in writing to the Company by such holders selling holder expressly for use therein, and shall reimburse the Company, its directors and officers, and each other selling holder or controlling Person for any legal or other expenses reasonably incurred by any of Registrable Securities specifically for inclusion thereinthem in connection with investigation or defending any such loss, claim, damage, liability or action. In no event Each selling holder’s indemnification obligations hereunder shall be several and not joint and shall be limited to the liability amount of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the net proceeds actually received by such selling holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information with respect to such persons or entities so furnished in writing by such persons or entities or their representatives specifically for inclusion in any Prospectus or Registration Statementindemnified party.

Indemnification by Holders of Registrable Securities. In connection with any registration in which the holders of Registrable Securities is participating, the holders Each selling holder of Registrable Securities will furnish severally and not jointly, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling holder, indemnify and hold harmless to the Company in writing such information with respect to the holders of Registrable Securities as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnify, to the full fullest extent permitted by law, applicable law the Company, the directors each of its directors, officers, employees, and officers of the Company signing the Registration Statement agents and each person Person who controls the Company (within the meaning of the Act and the Exchange Securities Act) , against any losses, claims, judgments, damages, liabilities liabilities, or expenses (including reasonable costs of investigation and legal expenses) whether joint or several, insofar as such losses, claims, damages, liabilities, or expenses resulting from (or actions or proceedings in respect thereof, whether or not such indemnified party is a party thereto) arise out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary Prospectus, final Prospectus, or summary Prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statements in the Registration Statement or Prospectus or preliminary Prospectus (in the case of the Prospectus or any preliminary Prospectus, in light of the circumstances under which they were made) statement therein not misleading, misleading to the extent, but extent and only to the extent, extent that such untrue the statement or omission is contained was made in any reliance upon and in conformity with information with respect to such holder of Registrable Securities so furnished in writing to the Company by such holders selling holder expressly for use therein, and shall reimburse the Company, its directors and officers, and each other selling holder or controlling Person for any legal or other expenses reasonably incurred by any of Registrable Securities specifically for inclusion thereinthem in connection with investigation or defending any such loss, claim, damage, liability or action. In no event Each selling holder’s indemnification obligations hereunder shall be several and not joint and shall be limited to the liability amount of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the net proceeds actually received by such selling holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information with respect to such persons or entities so furnished in writing by such persons or entities or their representatives specifically for inclusion in any Prospectus or Registration Statementindemnified party.

Indemnification by Holders of Registrable Securities. In connection with any registration in which the holders Each selling Holder of Registrable Securities is participatingagrees, the holders of Registrable Securities will furnish to the Company in writing such information with respect to the holders of Registrable Securities as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnifyseverally but not jointly, to the full extent permitted by law, indemnify and hold harmless the Company, the directors its directors, officers, agents and officers of the Company signing the Registration Statement employees and each person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and each affiliate of the Company (within the meaning of Rule 405 under the Securities Act) from and against any all losses, claims, damages, liabilities and reasonable and documented out-of-pocket expenses resulting from (including, without limitation, any reasonable and documented attorneys’ fees and expenses incurred in connection with defending or investigating any such action or claim) caused by any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or any amendment thereof or supplement thereto or any omission to state or alleged omission of a material fact required to be stated therein or necessary to make the statements in the Registration Statement or Prospectus or preliminary Prospectus (in the case of the Prospectus or any preliminary Prospectus, in light of the circumstances under which they were made) therein not misleading; provided, to the extent, but only to the extenthowever, that such Holder will only be liable to the extent that any such losses, claims, damages, liabilities and expenses arises out of or is based upon any untrue statement or allegedly untrue statement or omission is contained or alleged omission made in such Registration Statement, Prospectus, or any such amendment or supplement, in reliance upon and in conformity with information with respect furnished to such holder the Company, in writing, by a Holder of Registrable Securities so furnished in writing by such holders of Registrable Securities specifically Securities, expressly for inclusion use therein. In no event shall the liability of any selling holder of Registrable Securities hereunder a Holder be greater in amount than the dollar amount of the net proceeds received by such holder Holder upon the sale of the Registrable Securities shares of Class A Common Stock giving rise to such indemnification obligation. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information with respect to such persons or entities so furnished in writing by such persons or entities or their representatives specifically for inclusion in any Prospectus or Registration Statement.

Indemnification by Holders of Registrable Securities. In connection with any registration Registration Statement in which the holders a Holder of Registrable Securities is participating, the holders of Registrable Securities will each such Holder shall furnish to the Company in writing such information and affidavits with respect to the holders of Registrable Securities such Holder as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus any Prospectus, and agrees to indemnifyshall indemnify and hold harmless, to the full extent permitted by law, but without duplication, the Company, the directors its officers, directors, shareholders, employees, advisors, representatives and officers of the Company signing the Registration Statement agents, and each person Person who controls the Company or such other Persons (within the meaning of the Act and the Exchange Securities Act) and any investment advisor thereof or agent therefor, against any losses, claims, damages, liabilities and expenses resulting from (including reasonable costs of investigation and reasonable legal fees and expenses) arising out of or based upon any untrue or alleged untrue statement of a material fact in, or any omission to state or alleged omission of a material fact required to be stated therein in, the Registration Statement or any Prospectus, or necessary to make the statements in the Registration Statement or Prospectus or preliminary Prospectus therein (in the case of the Prospectus or any preliminary a Prospectus, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that such the same arises out of or is based upon an untrue statement or alleged untrue statement of a material fact or an omission is contained or alleged omission to state a material fact in any such Registration Statement or Prospectus, as the case may be, made or omitted, as the case may be, in reliance upon and in conformity with written information with respect furnished to such holder of Registrable Securities so furnished in writing the Company by such holders of Registrable Securities specifically Holder expressly for inclusion use therein. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry industries professionals participating in the distribution, to the same extent as provided above with respect to information with respect to such persons or entities so furnished in writing by such persons or entities or their representatives Persons specifically for inclusion in any Prospectus or Registration Statement. Notwithstanding any other provision hereof to the contrary, in no event shall the liability of any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the net proceeds actually received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Holders of Registrable Securities. In connection with any registration Registration Statement in which the holders a holder of Registrable Securities is participating, the holders such holder of Registrable Securities will furnish to the Company in writing such information with respect to the holders of Registrable Securities as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to will severally indemnify, to the full fullest extent permitted by law, the Company, the its directors and officers of the Company signing the Registration Statement officers, agents and employees, each person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling persons, from and against all Losses arising out of or based upon (i) against any losses, claims, damages, liabilities and expenses resulting from any untrue statement of a material fact contained in any Registration Statement, Prospectus or preliminary prospectus or arising out of or based upon any omission to state of a material fact required to be stated therein or necessary to make the statements in the Registration Statement or Prospectus or preliminary Prospectus (in the case of the Prospectus or any preliminary Prospectus, in light of the circumstances under which they were made) therein not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information with respect to such holder of Registrable Securities so furnished in writing by such holders holder to the Company expressly for use in such Registration Statement or Prospectus and was relied upon by the Company in the preparation of such Registration Statement, Prospectus or preliminary prospectus and (ii) the failure of such holder of Registrable Securities specifically for inclusion thereinto deliver such Prospectus as so amended or supplemented prior to or concurrently with the sale of a Registrable Security to the person asserting the claim from which such Losses arise. In no event shall will the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds (net of payment of all expenses and underwriter's discounts and commissions) received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information with respect to such persons or entities so furnished in writing by such persons or entities or their representatives specifically for inclusion in any Prospectus or Registration Statement.

Indemnification by Holders of Registrable Securities. In connection with any registration statement in which the holders Registrable Securities are being offered, each holder of Registrable Securities is participating, the holders of Registrable Securities being offered will furnish to the Company in writing such information with respect relating to the holders of such holder or its Registrable Securities as the Company reasonably requests for use in connection with any Registration Statement such registration statement or Prospectus and agrees to indemnifyprospectus and, to the full fullest extent permitted by law, the Company, the directors will indemnify and officers of hold harmless the Company signing the Registration Statement and each person who controls the Company (within the meaning of the Act and the Exchange Act) its Indemnitees against any losses, claims, damages, liabilities and expenses resulting to which the Company or any such Indemnitee may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities and expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, result from or are based upon (a) any untrue or alleged untrue statement of a material fact contained in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or in any application, together with any documents incorporated therein by reference or (b) any omission to state or alleged omission of a material fact required to be stated therein or necessary to make the statements in the Registration Statement or Prospectus or preliminary Prospectus (in the case of the Prospectus or any preliminary Prospectus, in light of the circumstances under which they were made) therein not misleading, to the extent, but only to the extent, extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is contained made in such registration statement, any such prospectus or preliminary prospectus or any amendment or supplement thereto, or in any application, in reliance upon and in conformity with written information with respect relating to such holder of or its Registrable Securities so furnished in writing to the Company by such holders holder expressly for use therein, and such holder will reimburse the Company and each such Indemnitee for any legal or any other expenses including any amounts paid in any settlement effected with the consent of Registrable Securities specifically for inclusion therein. In no event shall such holder, which consent will not be unreasonably withheld or delayed, incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided, however, that the liability of any selling obligation to indemnify will be individual (and not joint and several) to each holder of Registrable Securities hereunder and will be greater in amount than limited to the dollar net amount of the proceeds received by such holder upon from the sale of the Registrable Securities giving rise pursuant to such indemnification obligation. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information with respect to such persons or entities so furnished in writing by such persons or entities or their representatives specifically for inclusion in any Prospectus or Registration Statementregistration statement.

Indemnification by Holders of Registrable Securities. In connection with any registration Registration Statement in which the holders of Registrable Securities a Holder is participating, the holders of Registrable Securities each such Holder will furnish to the Company in writing such information with respect to the holders name and address of Registrable Securities such Holder and such other information as the Company may be reasonably requests required for use in connection with any such Registration Statement or Prospectus and agrees to indemnifyindemnity, to the full extent permitted by law, the Company, the its directors and officers of the Company signing the Registration Statement and each person Person who controls the Company (within the meaning of the Act and the Exchange Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue statement of a material fact or any omission to state of a material fact required to be stated therein or necessary to make the statements in the Registration Statement or Prospectus or preliminary Prospectus (in any amendment thereof or supplement thereto or necessary to make the case of the Prospectus or any preliminary Prospectus, in light of the circumstances under which they were made) statements therein not misleading, to the extent, but only to the extent, that such untrue or alleged untrue statement or omission is contained in or such omission or alleged omission relates to any information with respect to such holder of Registrable Securities Holder so furnished in writing by such holders of Registrable Securities Holder specifically for inclusion thereinin any Prospectus or Registration Statement; PROVIDED, HOWEVER, that such Holder shall not be liable in any such case to the extent that prior to the filing of any such Registration Statement or Prospectus or amendment thereof or supplement thereto, such Holder has furnished in writing to the Company information expressly for use in such Registration Statement or Prospectus or any amendment thereof or supplement thereto which corrected or made not misleading information previously furnished to the Company. In no event shall the liability of any selling holder of Registrable Securities Selling Holder hereunder be greater in amount than the dollar amount of the proceeds received by such holder Selling Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information with respect to such persons or entities so furnished in writing by such persons or entities or their representatives specifically for inclusion in any Prospectus or Registration Statement.

Indemnification by Holders of Registrable Securities. In connection with any registration in which the holders of Registrable Securities is participating, the holders Each selling holder of Registrable Securities will furnish severally and not jointly, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling holder, indemnify and hold harmless to the Company in writing such information with respect to the holders of Registrable Securities as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnify, to the full fullest extent permitted by law, law the Company, the directors each of its directors, officers, employees, and officers of the Company signing the Registration Statement agents and each person Person who controls the Company (within the meaning of the Act and the Exchange Securities Act) , against any losses, claims, judgments, damages, liabilities liabilities, or expenses (including reasonable costs of investigation and legal expenses) whether joint or several, insofar as such losses, claims, damages, liabilities, or expenses resulting from (or actions or proceedings in respect thereof, whether or not such indemnified party is a party thereto) arise out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus, or summary prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statements in the Registration Statement or Prospectus or preliminary Prospectus (in the case of the Prospectus or any preliminary Prospectus, in light of the circumstances under which they were made) statement therein not misleading, to the extent, but extent and only to the extent, extent that such untrue the statement or omission is contained was made in any reliance upon and in conformity with information with respect to such holder of Registrable Securities so furnished in writing to the Company by such holders selling holder expressly for use therein, and shall reimburse the Company, its directors and officers, and each other selling holder or controlling person for any legal or other expenses reasonably incurred by any of Registrable Securities specifically for inclusion thereinthem in connection with investigation or defending any such loss, claim, damage, liability or action. In no event Each selling holder's indemnification obligations hereunder shall be several and not joint and shall be limited to the liability amount of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the net proceeds actually received by such holder upon the sale selling holder. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Registrable Securities giving rise to such indemnification obligation. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information with respect to such persons or entities so furnished in writing by such persons or entities or their representatives specifically for inclusion in any Prospectus or Registration Statementindemnified party.

Indemnification by Holders of Registrable Securities. In connection with any registration statement in which the holders a holder of Registrable Securities is participating, the holders of Registrable Securities each such holder will furnish to the Company Issuer in writing such information with respect to the holders of Registrable Securities and affidavits as the Company Issuer reasonably requests for use in connection with any Registration Statement such registration statement or Prospectus and agrees to indemnifyprospectus and, to the full extent permitted by law, will indemnify and hold harmless the Company, the directors Issuer and officers of the Company signing the Registration Statement and each person who controls the Company (within the meaning of the Act and the Exchange Act) its Indemnitees against any losses, claims, damages, liabilities, joint or several, to which the Issuer or any such Indemnitee may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities and expenses resulting from (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (a) any untrue or alleged untrue statement of a material fact contained in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or in any application, together with any documents incorporated therein by reference or (b) any omission to state or alleged omission of a material fact required to be stated therein or necessary to make the statements in the Registration Statement or Prospectus or preliminary Prospectus (in the case of the Prospectus or any preliminary Prospectus, in light of the circumstances under which they were made) therein not misleading, to the extent, but only to the extent, extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is contained made in such registration statement, any such prospectus or preliminary prospectus or any amendment or supplement thereto, or in any application, in reliance upon and in conformity with written information with respect prepared and furnished to the Issuer by such holder expressly for use therein, and such holder will reimburse the Issuer and each such Indemnitee for any legal or any other expenses including any amounts paid in any settlement effected with the consent of Registrable Securities so furnished such holder, which consent will not be unreasonably withheld or delayed, incurred by them in writing by connection with investigating or defending any such holders of Registrable Securities specifically for inclusion therein. In no event shall loss, claim, liability, action or proceeding; provided, however, that the liability of any selling obligation to indemnify will be individual (and not joint and several) to each holder of Registrable Securities hereunder and will be greater in amount than limited to the dollar net amount of the proceeds received by such holder upon from the sale of the Registrable Securities giving rise pursuant to such indemnification obligation. The Company shall be entitled to receive indemnities from underwritersregistration statement, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information with respect to such persons or entities so furnished in writing less any other amounts paid by such persons holder in respect of such untrue statement, alleged untrue statement, omission or entities or their representatives specifically for inclusion in any Prospectus or Registration Statementalleged omission.

Indemnification by Holders of Registrable Securities. In connection with any registration in which the holders of Each Holder whose Registrable Securities is participating, the holders of Registrable Securities will furnish are included in a Registration Statement pursuant to the Company in writing such information with respect to the holders provisions of Registrable Securities as this Section 6 will indemnify and hold harmless the Company reasonably requests for use in connection with and its officers, directors, employees, partners, stockholders, agents, representatives, and any Registration Statement or Prospectus and agrees to indemnify, to the full extent permitted by law, the Company, the directors and officers of the Company signing the Registration Statement and each person Person who controls the Company or any of its subsidiaries or Affiliates (within the meaning of the Act and the Exchange Securities Act) against (each, a “Company Indemnified Person”), from and against, and will reimburse such Company Indemnified Person with respect to, any losses, claims, damages, liabilities and expenses resulting all Indemnifiable Costs and Expenses to which the Company or such Company Indemnified Person may become subject under the Securities Act or otherwise and which arise out of or result from any untrue or alleged untrue statement of a any material fact contained in such Registration Statement, any Prospectus contained therein or any amendment or supplement thereto, or any omission or the alleged omission to state a therein any material fact required to be stated therein or necessary to make the statements in the Registration Statement or Prospectus or preliminary Prospectus (in the case of the Prospectus or any preliminary Prospectustherein, in light of the circumstances under in which they were made) , not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission is contained or alleged untrue statement or alleged omission was so made solely in any reliance upon and in substantial conformity with written information with respect to such holder of Registrable Securities so furnished in writing by such holders of Registrable Securities Holder specifically for inclusion therein. In no event shall use in the preparation thereof; provided, however, that the liability of any selling holder of Registrable Securities hereunder Holder pursuant to this subsection (ii) shall be greater in limited to an amount than not to exceed the dollar amount of the net proceeds received by such holder upon Holder pursuant to the sale of the Registrable Securities giving Registration Statement which gives rise to such indemnification obligation. The Company shall be entitled obligation to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information with respect to such persons or entities so furnished in writing by such persons or entities or their representatives specifically for inclusion in any Prospectus or Registration Statementindemnify.

Indemnification by Holders of Registrable Securities. In connection with any registration Registration Statement in which the holders a Holder of Registrable Securities is participating, the holders of Registrable Securities each such Holder will furnish to the Company Newport in writing such information with respect to the holders of Registrable Securities and affidavits as the Company Newport reasonably requests for use in connection with any such Registration Statement or Prospectus and agrees to indemnifyshall indemnify and hold harmless, to the full extent permitted by law, the Companybut without duplication, the directors Newport, its officers, directors, stockholders, employees, advisors and officers of the Company signing the Registration Statement agents, and each person Person who controls the Company Newport (within the meaning of the Act and the Exchange Securities Act) ), against any all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and reasonable legal fees and expenses) resulting from any untrue statement of a material fact in, or any omission to state of a material fact required to be stated therein in, any Registration Statement or Prospectus or necessary to make the statements in the Registration Statement or Prospectus or preliminary Prospectus therein (in the case of the a Prospectus or any preliminary Prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information with respect to such holder of Registrable Securities or affidavit so furnished in writing by such holders of Registrable Securities Holder to Newport specifically for inclusion therein. In no event shall will the liability of any selling holder of Registrable Securities Holder hereunder be greater in amount than the dollar amount of the proceeds received by such holder Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company Holders of Registrable Securities shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers also indemnify Newport and similar securities industry professionals participating in the distributionhold harmless, to the same full extent as provided above with respect to information with respect to such persons permitted by law, but without duplication, Newport, its officers, directors, employees, advisors and agents, and each Person who controls Newport (within the meaning of the Securities Act), against all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and reasonable legal fees and expenses) resulting from any violations or entities so furnished in writing alleged violations by such persons or entities or their representatives specifically for inclusion in any Prospectus or Registration StatementHolders of Registrable Securities of Regulation M under the Exchange Act.

Indemnification by Holders of Registrable Securities. In connection with any registration Registration Statement in which the holders a Holder of Registrable Securities is participating, the holders of Registrable Securities each such Holder will furnish to the Company Buyer in writing such information with respect to the holders of Registrable Securities and affidavits as the Company Buyer reasonably requests for use in connection with any such Registration Statement or Prospectus and agrees to indemnifyshall indemnify and hold harmless, to the full extent permitted by law, the Companybut without duplication, the directors Buyer, its officers, directors, stockholders, employees, advisors and officers of the Company signing the Registration Statement agents, and each person Person who controls the Company Buyer (within the meaning of the Act and the Exchange Securities Act) ), against any all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and reasonable legal fees and expenses) resulting from any untrue statement of a material fact in, or any omission to state of a material fact required to be stated therein in, any Registration Statement or Prospectus or necessary to make the statements in the Registration Statement or Prospectus or preliminary Prospectus therein (in the case of the a Prospectus or any preliminary Prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information with respect to such holder of Registrable Securities or affidavit so furnished in writing by such holders of Registrable Securities Holder to Buyer specifically for inclusion therein. In no event shall will the liability of any selling holder of Registrable Securities Holder hereunder be greater in amount than the dollar amount of the proceeds received by such holder Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company Holders of Registrable Securities shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers also indemnify Buyer and similar securities industry professionals participating in the distributionhold harmless, to the same full extent as provided above with respect to information with respect to such persons permitted by law, but without duplication, Buyer, its officers, directors, employees, advisors and agents, and each Person who controls Buyer (within the meaning of the Securities Act), against all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and reasonable legal fees and expenses) resulting from any violations or entities so furnished in writing alleged violations by such persons or entities or their representatives specifically for inclusion in any Prospectus or Registration StatementHolders of Registrable Securities of Regulation M under the Exchange Act.

Indemnification by Holders of Registrable Securities. In connection with any registration in which the holders of Registrable Securities is participatingEach Selling Holder agrees, the holders of Registrable Securities will furnish to the Company in writing such information with respect to the holders of Registrable Securities as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnifyseverally but not jointly, to the full extent permitted by law, indemnify and hold harmless the Company, the its officers, directors and officers of the Company signing the Registration Statement agents and each person Person, if any, who controls the Company (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each of their respective Representatives to the Exchange Actsame extent as the foregoing indemnity from the Company to such Selling Holder pursuant to Section 2.8, but only with respect to (a) against written information relating to such Selling Holder included in reliance upon and in conformity with information furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly for use in any lossesregistration statement or prospectus relating to the Registrable Securities of such Selling Holder, claimsor any amendment or supplement thereto, damages, liabilities or any preliminary prospectus and expenses resulting from (b) any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to such Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus, or that arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements in the Registration Statement or Prospectus or preliminary Prospectus (in the case of the Prospectus or any preliminary Prospectustherein, in light of the circumstances under which they were made, not misleading and (i) not misleading, to the extent, but only to the extent, that such Selling Holder knew to be untrue statement or knew to be an omission is contained or that such Selling Holder reasonably should have known to be untrue or reasonably should have known to be an omission and (ii) which the Company did not know to be untrue or did not know to be an omission. Notwithstanding the foregoing, in any information with respect to such holder of Registrable Securities so furnished in writing by such holders of Registrable Securities specifically for inclusion therein. In no event shall will the liability of any selling holder of Registrable Securities a Selling Holder under this Section 2.9 or Section 2.11 or otherwise hereunder be greater in amount than exceed the dollar amount of the net proceeds actually received by such holder upon Selling Holder from the sale of the its Registrable Securities giving rise to such indemnification obligationhereunder. The Company This indemnity shall be entitled in addition to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information with respect to such persons or entities so furnished in writing by such persons or entities or their representatives specifically for inclusion in any Prospectus or Registration Statementliability each Selling Holder may otherwise have.

Indemnification by Holders of Registrable Securities. In connection with any registration in which the holders of Registrable Securities is participatingEach Selling Holder agrees, the holders of Registrable Securities will furnish to the Company in writing such information with respect to the holders of Registrable Securities as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnifyseverally but not jointly, to the full extent permitted by law, indemnify and hold harmless the Company, the directors its officers, directors, and officers of the Company signing the Registration Statement agents and each person Person, if any, who controls the Company (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each of their respective Representatives to the Exchange Actsame extent as the foregoing indemnity from the Company to such Selling Holder pursuant to Section 2.8, but only with respect to (a) against written information relating to such Selling Holder included in reliance upon and in conformity with information furnished in writing by such Selling Holder or on such Selling Holder’s behalf for use in any lossesregistration statement or prospectus relating to the Registrable Securities of such Selling Holder, claimsor any amendment or supplement thereto, damages, liabilities or any preliminary prospectus and expenses resulting from (b) any untrue statement or alleged untrue statement of a material fact or any material omission to state a material fact required to be stated therein or necessary to make the statements in the Registration Statement or Prospectus or preliminary Prospectus (in the case of the Prospectus or any preliminary Prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information with respect registration statement or prospectus relating to such holder of Registrable Securities so furnished (i) that such Selling Holder knew to be untrue or knew to be an omission or that such Selling Holder reasonably should have known to be untrue or reasonably should have known to be an omission and (ii) which the Company did not know to be untrue or did not know to be an omission. Notwithstanding the foregoing, in writing by such holders of Registrable Securities specifically for inclusion therein. In no event shall will the liability of any selling holder of Registrable Securities a Selling Holder under this Section 2.9 or Section 2.11 or otherwise hereunder be greater in amount than exceed the dollar amount of the net proceeds actually received by such holder upon Selling Holder from the sale of the its Registrable Securities giving rise to such indemnification obligationhereunder. The Company This indemnity shall be entitled in addition to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information with respect to such persons or entities so furnished in writing by such persons or entities or their representatives specifically for inclusion in any Prospectus or Registration Statementliability each Selling Holder may otherwise have.

Indemnification by Holders of Registrable Securities. In connection with any registration statement in which the holders a holder of Registrable Securities is participating, the holders of Registrable Securities each such holder will furnish to the Company in writing such information with respect to the holders of Registrable Securities and affidavits as the Company reasonably requests for use in connection with any Registration Statement such registration statement or Prospectus and agrees to indemnifyprospectus and, to the full extent permitted by law, the Company, the directors will indemnify and officers of hold harmless the Company signing the Registration Statement and each person who controls the Company (within the meaning of the Act and the Exchange Act) its Indemnitees against any losses, claims, damages, liabilities, joint or several, to which the Company or any such Indemnitee may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities and expenses resulting from (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (a) any untrue or alleged untrue statement of a material fact contained in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or in any application, together with any documents incorporated therein by reference or (b) any omission to state or alleged omission of a material fact required to be stated therein or necessary to make the statements in the Registration Statement or Prospectus or preliminary Prospectus (in the case of the Prospectus or any preliminary Prospectus, in light of the circumstances under which they were made) therein not misleading, to the extent, but only to the extent, extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is contained made in such registration statement, any such prospectus or preliminary prospectus or any amendment or supplement thereto, or in any application, in reliance upon and in conformity with written information with respect prepared and furnished to the Company by such holder expressly for use therein, and such holder will reimburse the Company and each such Indemnitee for any legal or any other expenses including any amounts paid in any settlement effected with the consent of Registrable Securities so furnished such holder, which consent will not be unreasonably withheld or delayed, incurred by them in writing by connection with investigating or defending any such holders of Registrable Securities specifically for inclusion therein. In no event shall loss, claim, liability, action or proceeding; provided, however, that the liability of any selling obligation to indemnify will be individual (and not joint and several) to each holder of Registrable Securities hereunder and will be greater in amount than limited to the dollar net amount of the proceeds received by such holder upon from the sale of the Registrable Securities giving rise pursuant to such indemnification obligation. The Company shall be entitled to receive indemnities from underwritersregistration statement, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information with respect to such persons or entities so furnished in writing less any other amounts paid by such persons holder in respect of such untrue statement, alleged untrue statement, omission or entities or their representatives specifically for inclusion in any Prospectus or Registration Statementalleged omission.

Indemnification by Holders of Registrable Securities. In connection with any registration Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, in which the holders of Registrable Securities a Holder is participatingparticipat­ing, the holders of Registrable Securities will such Holder shall furnish to the Company and the Guarantors in writing such information with respect to the holders of Registrable Securities as the Company and the Guarantors reasonably requests request for use in connection connec­tion with any such Registration Statement Statement, preliminary prospectus, Prospectus or Prospectus form of prospectus, any amendment or supplement thereto, and agrees shall, severally and not jointly, without limitation as to indemnifytime, indemnify and hold harmless the Company and the Guarantors, their respective members, managers, directors, officers, agents and employees, each controlling person of the Company or any of the Guarantors and the members, managers, directors, officers, agents or employees of such controlling persons, to the full fullest extent permitted by lawlawful, the Company, the directors from and officers of the Company signing the Registration Statement and each person who controls the Company (within the meaning of the Act and the Exchange Act) against any lossesand all Losses, claimsas incurred, damages, liabilities and expenses resulting from arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, 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 in the Registration Statement or Prospectus or preliminary Prospectus (in the case of the Prospectus or any preliminary Prospectustherein, in light of the circumstances under which they were made) , not misleading, misleading to the extent, but only to the extent, that such untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information with respect to such holder of Registrable Securities so furnished in writing by such holders Holder to the Company and the Guarantors expressly for use in any Registration Statement, preliminary prospectus, Prospectus or form of Registrable Securities specifically for inclusion thereinprospectus, or any amendment or supplement thereto. In no event shall the liability of any selling holder of Registrable Securities hereunder Holder be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent Holder’s Maximum Contribu­tion Amount (as provided above with respect to information with respect to such persons or entities so furnished in writing by such persons or entities or their representatives specifically for inclusion in any Prospectus or Registration Statementdefined below).

Indemnification by Holders of Registrable Securities. In connection with any registration Registration Statement, preliminary prospectus, Prospectus or form of prospectus (including, without limitation any “issuer free writing prospectus” as defined in Rule 433), or any amendment or supplement thereto, in which the holders of Registrable Securities a Holder is participatingparticipat­ing, the holders of Registrable Securities will such Holder shall furnish to the Company Issuers and the Guarantors in writing such information with respect to the holders of Registrable Securities as the Company Issuers and the Guarantors reasonably requests request for use in connection connec­tion with any such Registration Statement Statement, preliminary prospectus, Prospectus or Prospectus form of prospectus (including, without limitation any “issuer free writing prospectus” as defined in Rule 433), any amendment or supplement thereto, and agrees shall, severally and not jointly, without limitation as to indemnifytime, indemnify and hold harmless the Issuers and the Guarantors, their respective members, managers, directors, officers, agents and employees, each controlling person of the Issuers or any of the Guarantors and the members, managers, directors, officers, partners, representatives, agents or employees of such controlling persons, to the full fullest extent permitted by lawlawful, the Company, the directors from and officers of the Company signing the Registration Statement and each person who controls the Company (within the meaning of the Act and the Exchange Act) against any lossesand all Losses, claimsas incurred, damages, liabilities and expenses resulting from arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus (including, without limitation any “issuer free writing prospectus” as defined in Rule 433), or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the Registration Statement or Prospectus or preliminary Prospectus (in the case of the Prospectus or any preliminary Prospectus, in light of the circumstances under which they were made) , not misleading, misleading to the extent, but only to the extent, that such untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information with respect to such holder of Registrable Securities so furnished in writing by such holders Holder to the Issuers and the Guarantors expressly for use in any Registration Statement, preliminary prospectus, Prospectus or form of Registrable Securities specifically for inclusion thereinprospectus (including, without limitation any “issuer free writing prospectus” as defined in Rule 433), or any amendment or supplement thereto. In no event shall the liability of any selling holder of Registrable Securities hereunder Holder be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent Holder’s Maximum Contribu­tion Amount (as provided above with respect to information with respect to such persons or entities so furnished in writing by such persons or entities or their representatives specifically for inclusion in any Prospectus or Registration Statementdefined below).

Indemnification by Holders of Registrable Securities. In connection with any registration in which the holders Each selling holder of Registrable Securities will, in the event that any registration is participatingbeing effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling holder, indemnify and hold harmless the holders Company, each of its directors, officers, each underwriter (if any), each other selling Holder of Registrable Securities will furnish to the Company in writing such information with respect to the holders of Registrable Securities as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnifyeach other person, to the full extent permitted by lawif any, who controls the Company, the directors and officers of the Company signing the Registration Statement and each person who controls the Company (such underwriter or such selling Holder within the meaning of the Act and the Exchange Securities Act, ("Company Indemnified Party") against any losses, claims, damagesjudgments, damages or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities and expenses resulting from (or actions in respect thereof) arise out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statements in the Registration Statement or Prospectus or preliminary Prospectus (in the case of the Prospectus or any preliminary Prospectus, in light of the circumstances under which they were made) statement therein not misleading, to the extent, but and only to the extentextent that, that such untrue the statement or omission is contained was made in any reliance upon and in conformity with information with respect to such holder of Registrable Securities so furnished in writing to the Company by such holders selling holder expressly for use therein, and shall reimburse each Company Indemnified Party, for any legal or other expenses reasonably incurred by any of Registrable Securities specifically for inclusion thereinthem in connection with investigation or defending any such loss, claim, damage, liability or action. In no event Each selling holder’s indemnification obligations hereunder shall be several and not joint and shall be limited to the liability amount of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the net proceeds actually received by such selling holder; provided, however, that the obligations of such holder upon hereunder shall not apply to amounts paid in settlement of any such claims, losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the sale consent of the Registrable Securities giving rise to such indemnification obligation. The Company Holder (which consent shall not be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information with respect to such persons or entities so furnished in writing by such persons or entities or their representatives specifically for inclusion in any Prospectus or Registration Statementunreasonably withheld).

Indemnification by Holders of Registrable Securities. In connection with any registration Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, in which the holders of Registrable Securities a Holder is participating, the holders of Registrable Securities will such Holder shall furnish to the Company in writing such information with respect to the holders of Registrable Securities as the Company reasonably requests for use in connection with any such Registration Statement Statement, preliminary prospectus, Prospectus or Prospectus form of prospectus, any amendment or supplement thereto, and agrees shall, severally and not jointly, without limitation as to indemnifytime, indemnify and hold harmless the Company, its members, managers, directors, officers, agents and employees, each controlling person of the Company and the members, managers, directors, officers, agents or employees of such controlling persons, to the full fullest extent permitted by lawlawful, the Company, the directors from and officers of the Company signing the Registration Statement and each person who controls the Company (within the meaning of the Act and the Exchange Act) against any lossesand all Losses, claimsas incurred, damages, liabilities and expenses resulting from arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, 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 in the Registration Statement or Prospectus or preliminary Prospectus therein (in the case of the a preliminary prospectus, Prospectus or form of prospectus, or any preliminary Prospectus, amendment or supplement thereto in light of the circumstances under which they were made) not misleading, misleading to the extent, but only to the extent, that such untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information with respect to such holder of Registrable Securities so furnished in writing by such holders Holder to the Company expressly for use in any Registration Statement, preliminary prospectus, Prospectus or form of Registrable Securities specifically for inclusion thereinprospectus, or any amendment or supplement thereto. In no event shall the liability of any selling holder of Registrable Securities hereunder Holder be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent Holder’s Maximum Contribution Amount (as provided above with respect to information with respect to such persons or entities so furnished in writing by such persons or entities or their representatives specifically for inclusion in any Prospectus or Registration Statementdefined below).

Indemnification by Holders of Registrable Securities. In connection with any registration statement filed pursuant to this Agreement to effect a Registration, each holder participating in which such Registration agrees, severally and not jointly, to (and, as a condition precedent to the holders filing of Registrable Securities is participatingsuch registration statement, the holders of Registrable Securities will furnish Company may require an undertaking satisfactory to the Company in writing it from each such information with respect to the holders of Registrable Securities as the Company reasonably requests for use in connection with participating holder and from any Registration Statement or Prospectus and agrees to prospective underwriter therefor agreeing to) indemnify, to the full fullest extent permitted by law, the CompanyCompany and its officers, the directors and officers of the Company signing the Registration Statement agents and each person Person who controls the Company (within the meaning of the Act and the Exchange Act1930 Xxx) xhe Company or such officers, directors or agents against any losses, claims, damages, liabilities and expenses resulting from Losses which arise out of or are based upon any untrue or alleged untrue statement of a material fact contained in such registration statement or any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading or by any untrue or alleged untrue statement of a material fact included in the Registration Statement or Prospectus any prospectus forming a part of such registration statement or preliminary Prospectus (in the case of the Prospectus prospectus or final prospectus, or any preliminary Prospectusamendment or supplement thereof or any omission or alleged omission to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made) , not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information or affidavit with respect to such holder of Registrable Securities so furnished in writing by such holders of Registrable Securities holder or its representatives to the Company specifically for inclusion therein. In in such registration statement or prospectus; provided, however, that no event such holder shall the liability of any selling holder of Registrable Securities hereunder be greater responsible for Losses in amount than the dollar amount excess of the net proceeds to be received by such holder upon from the sale of the Registrable Securities giving rise to covered by such indemnification obligationregistration statement. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer dealer-managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information with respect to such persons or entities Persons so furnished in writing by such persons or entities or their representatives Persons specifically for inclusion in any Prospectus prospectus or Registration StatementRegistration.

Indemnification by Holders of Registrable Securities. In connection with any registration Registration in which the holders of Registrable Securities a Stockholder is participating, the holders of Registrable Securities each such Stockholder will furnish to the Company in writing such information with respect to the holders of Registrable Securities such Stockholder as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnify, severally and not jointly, to the full extent permitted by law, the Company, the directors and officers of the Company signing the Registration Statement and each person Person who controls the Company (within the meaning of the Securities Act and the Exchange Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements in the Registration Statement or Prospectus or preliminary Prospectus (in the case of the Prospectus or any preliminary Prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information with respect to such holder of Registrable Securities Stockholder so furnished in writing by such holders of Registrable Securities Stockholder or its representative specifically for inclusion therein. In ; PROVIDED, HOWEVER, that the Stockholder's liability shall be limited to the proportion of any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of shares sold by such Seller under such Registration Statement bears to the total public offering price of all securities sold thereunder, but shall in no event shall exceed the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the net proceeds received by such holder upon Stockholder from the sale of the Registrable Securities giving rise shares pursuant to such indemnification obligationRegistration Statement. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information with respect to such persons Persons or entities so furnished in writing by such persons Persons or entities or their representatives specifically for inclusion in any Prospectus or Registration Statement.

Indemnification by Holders of Registrable Securities. In connection Each Selling Holder, severally and not jointly with any registration in which the holders of Registrable Securities is participatingother Selling Holders, the holders of Registrable Securities will furnish to the Company in writing such information with respect to the holders of Registrable Securities as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnify, to the full extent permitted by law, indemnify and hold harmless the Company, the its directors and officers of the Company signing the Registration Statement employees and agents and each person person, if any, who controls the Company (within the meaning of either Section 15 of the Securities Act and or Section 20 of the Exchange Act) against any Act to the same extent as the foregoing indemnity from the Company to such Selling Holder, but only with respect to losses, claims, damages, liabilities and expenses resulting from judgments arising out of, or based upon, any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements in the Registration Statement or Prospectus or preliminary Prospectus (in the case of the Prospectus or any preliminary Prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any or allegations thereof based upon information with respect to such holder of Registrable Securities so furnished in writing by such holders Selling Holder or on such Selling Holder's behalf expressly for use in any registration statement or prospectus or any amendment or supplement thereto, or any preliminary prospectus relating to the Registration Statement; provided, however, that with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary or final prospectus, the indemnity agreement contained in this subsection shall not apply to the extent that any such losses, claims, damages, liabilities and judgments result from the fact that a final prospectus (as appropriately supplemented) was not sent or given o the person asserting any such losses, claims, damages, liabilities and judgments at or prior to the written confirmation of the sale of the Registrable Securities specifically for inclusion thereinconcerned to such person if it is determined that it was the responsibility of the Company or any other person or entity (other than the Selling Holder) to provide such person with a final prospectus (as appropriately supplemented) and such final prospectus (as appropriately supplemented) would have cured the defect giving rise to such loss, claims, damages, liabilities and judgments. In case any action or proceeding shall be brought against the Company or its directors, officers, employees or agents or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its directors, officers, employees or agents or such controlling person shall have the rights and duties given to such Selling Holder by the preceding Section 9(b). Notwithstanding the foregoing, in no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than Selling Holder pursuant to this Section 9(c) exceed the dollar amount of the net proceeds received by such holder upon Selling Holder from the sale of Registrable Securities. Each Selling Holder also agrees to indemnify and hold harmless Securities Professionals with respect to the Registrable Securities giving rise matters referred to such in this Section 9(c) on substantially the same basis as that of the indemnification obligationprovided to the Company. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals Securities Professionals participating in the distribution, to the same extent as provided above with respect to information with respect to such persons or entities so furnished in writing by such persons or entities or their representatives specifically for inclusion in any Prospectus prospectus or Registration Statementregistration statement or any amendment or supplement thereto or any preliminary prospectus.

Indemnification by Holders of Registrable Securities. In connection with any registration in which the holders of Registrable Securities is participating, the holders of Registrable Securities will furnish to the Company in writing such information with respect to the holders of Registrable Securities as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and in which a Holder includes Registrable Securities, such Holder agrees to indemnify, to the full fullest extent permitted by law, individually and not jointly and severally, the Company, the directors and officers of the Company signing the each other Holder which includes Registrable Securities in such Registration Statement Statement, their respective directors, officers, employees, attorneys, accountants, agents, representatives and each person Person who controls the Company and such Holders (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) (collectively, “Company/Holder Indemnitees”), from and against any losses, claims, damages, liabilities and expenses resulting from all Losses arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, Prospectus, or other offering document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements in the Registration Statement or Prospectus or preliminary Prospectus therein (in the case of the Prospectus or any preliminary Prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse the Company and each Holder Indemnitee for any legal or any other expenses reasonably 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 contained made in any such Registration Statement, Prospectus, or other offering document in reliance upon and in conformity with written information with respect furnished to such holder of Registrable Securities so furnished in writing the Company by such holders of Registrable Securities specifically Holder expressly for inclusion therein. In no event in such Registration Statement, Prospectus, or other offering document; provided, however, that the obligations of such Holder hereunder shall not apply to amounts paid in settlement of any such claims, losses, damages or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld or delayed); and provided, further, that the liability of any selling holder of Registrable Securities each Holder hereunder shall be greater in amount than limited to the dollar amount of the net proceeds received by such holder upon Holder from the sale of the Exhibit 4.1 Registrable Securities giving rise to such indemnification obligation. The Company Furthermore, in connection with an Underwritten Offering, each Holder shall be entitled provide customary indemnification to receive indemnities from the underwriters, selling brokers, dealer managers their officers and similar securities industry professionals participating in directors and each Person who controls such underwriters (within the distribution, to meaning of Section 15 of the same extent as provided above with respect to information with respect to such persons or entities so furnished in writing by such persons or entities or their representatives specifically for inclusion in any Prospectus or Registration StatementSecurities Act and Section 20 of the Exchange Act).

Indemnification by Holders of Registrable Securities. In connection with any registration Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, in which the holders of Registrable Securities a Holder is participating, the holders of Registrable Securities will such Holder shall furnish to the Company Issuers and the Guarantors in writing such information with respect to the holders of Registrable Securities as the Company Issuers and the Guarantors reasonably requests request for use in connection with any such Registration Statement Statement, preliminary prospectus, Prospectus or Prospectus form of prospectus, any amendment or supplement thereto, and agrees shall, severally and not jointly, without limitation as to indemnifytime, indemnify and hold harmless the Issuers and the Guarantors, their respective members, managers, directors, officers, agents and employees, each controlling person of the Issuers or any of the Guarantors and the members, managers, directors, officers, partners, representatives, agents or employees of such controlling persons, to the full fullest extent permitted by lawlawful, the Company, the directors from and officers of the Company signing the Registration Statement and each person who controls the Company (within the meaning of the Act and the Exchange Act) against any lossesand all Losses, claimsas incurred, damages, liabilities and expenses resulting from arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the Registration Statement or Prospectus or preliminary Prospectus (in the case of the Prospectus or any preliminary Prospectus, in light of the circumstances under which they were made) , not misleading, misleading to the extent, but only to the extent, that such untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information with respect to such holder of Registrable Securities so furnished in writing by such holders Holder to the Issuers and the Guarantors expressly for use in any Registration Statement, preliminary prospectus, Prospectus or form of Registrable Securities specifically for inclusion thereinprospectus, or any amendment or supplement thereto. In no event shall the liability of any selling holder of Registrable Securities hereunder Holder be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent Holder's Maximum Contribution Amount (as provided above with respect to information with respect to such persons or entities so furnished in writing by such persons or entities or their representatives specifically for inclusion in any Prospectus or Registration Statementdefined below).

Indemnification by Holders of Registrable Securities. In connection with any registration in which the holders of Registrable Securities is participating, the holders of Registrable Securities will furnish to the Company in writing such information with respect to the holders of Registrable Securities as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and in which a Holder includes Registrable Securities, such Holder agrees to indemnify, to the full fullest extent permitted by law, individually and not jointly and severally, the Company, the directors and officers of the Company signing the each other Holder which includes Registrable Securities in such Registration Statement Statement, their respective directors, officers, employees, attorneys, accountants, agents, representatives and each person Person who controls the Company and such Holders (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) (collectively, “Company/Holder Indemnitees”), from and against any losses, claims, damages, liabilities and expenses resulting from all Losses arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, Prospectus, or other offering document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements in the Registration Statement or Prospectus or preliminary Prospectus therein (in the case of the Prospectus or any preliminary Prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse the Company and each Holder Indemnitee for any legal or any other expenses reasonably 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 contained made in any such Registration Statement, Prospectus, or other offering document in reliance upon and in conformity with written information with respect furnished to such holder of Registrable Securities so furnished in writing the Company by such holders of Registrable Securities specifically Holder expressly for inclusion therein. In no event in such Registration Statement, Prospectus, or other offering document; provided, however, that the obligations of such Holder hereunder shall not apply to amounts paid in settlement of any such claims, losses, damages or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld or delayed); and provided, further, that the liability of any selling holder of Registrable Securities each Holder hereunder shall be greater in amount than limited to the dollar amount of the net proceeds received by such holder upon Holder from the sale of the 19 19572323.8 Execution Version Exhibit 4.1 Registrable Securities giving rise to such indemnification obligation. The Company Furthermore, in connection with an Underwritten Offering, each Holder shall be entitled provide customary indemnification to receive indemnities from the underwriters, selling brokers, dealer managers their officers and similar securities industry professionals participating in directors and each Person who controls such underwriters (within the distribution, to meaning of Section 15 of the same extent as provided above with respect to information with respect to such persons or entities so furnished in writing by such persons or entities or their representatives specifically for inclusion in any Prospectus or Registration Statement.Securities Act and Section 20 of the Exchange Act). (c)

Indemnification by Holders of Registrable Securities. In connection with the event ---------------------------------------------------- of the registration of any registration in which the holders of Registrable Securities is participatingunder the Securities Act pursuant to the provisions hereof, the holders of each Stockholder on whose behalf such Registrable Securities will furnish to the Company in writing such information with respect to the holders of Registrable Securities as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnifyshall have been registered will, to the full extent permitted by lawApplicable Law, severally but not jointly, indemnify and hold harmless, ATC, each director of ATC, each officer of ATC who signs the Companyregistration statement, each underwriter, broker and dealer, if any, who participates in the directors offering and officers sale of the Company signing the Registration Statement such Registrable Securities and each person other Person, if any, who controls the Company (ATC or any such underwriter, broker or dealer within the meaning of the Securities Act and or the Exchange Act) Act (each such person including without limitation ATC being hereinafter sometimes referred to as an "indemnified person"), against any lossesClaims, claimsjoint or several, damagesto which such indemnified person may become subject, liabilities and expenses resulting from including without limitation under the Securities Act, the Exchange Act or any state securities or blue sky law, insofar as such Claims arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained or incorporated by reference in any Registration Statement or Prospectus or any amendment or supplement thereto or any document incorporated by reference therein, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements in the Registration Statement or Prospectus or preliminary Prospectus (in the case of the Prospectus or any preliminary Prospectustherein, in light of the circumstances under which they were made) , not misleading, to the extent, but only to the extent, provided that such untrue statement or alleged untrue statement or omission or alleged omission has been made or incorporated therein in reliance upon and in conformity with written information furnished to ATC by such Stockholder specifically stating that it is contained for use in preparation thereof, and will reimburse each such indemnified person for any information legal or any other expenses reasonably incurred by ATC or such indemnified person in connection with respect to investigating or defending, settling or satisfying any such holder Claim. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified person and shall survive the transfer of such Registrable Securities so furnished in writing by such holders of Registrable Securities specifically for inclusion thereinStockholder. In no event shall the liability of any selling holder of Registrable Securities such Stockholder hereunder be greater in amount than the dollar amount of the proceeds received by such holder Stockholder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information with respect to such persons or entities so furnished in writing by such persons or entities or their representatives specifically for inclusion in any Prospectus or Registration Statement.

Indemnification by Holders of Registrable Securities. In connection with any registration in statement filed pursuant to this Agreement to effect a Registration, each Investor which the holders is a holder of Registrable Securities is participatingparticipating in such Registration agrees, severally and not jointly, to (and, as a condition precedent to the filing of such registration statement, the holders of Registrable Securities will furnish Company may require an undertaking reasonably satisfactory to the Company in writing it from each such information with respect to the holders of Registrable Securities as the Company reasonably requests for use in connection with participating Investor and from any Registration Statement or Prospectus and agrees to prospective underwriter therefor agreeing to) indemnify, to the full fullest extent permitted by law, the Company, the directors and officers each officer of the Company signing who signs the Registration Statement registration statement, each director of the Company, and each person Person who controls Controls the Company (within the meaning of the Act and the Exchange Act) against any losses, claims, damages, liabilities and expenses resulting from Losses which arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in such registration statement or any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading or by any untrue or alleged untrue statement of a material fact included in the Registration Statement or Prospectus any prospectus forming a part of such registration statement or preliminary Prospectus (in the case of the Prospectus prospectus or final prospectus, or any preliminary Prospectusamendment or supplement thereof or any omission or alleged omission to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made) , not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information with respect to such holder of Registrable Securities Investor so furnished in writing to the Company by such holders Investor or its representative expressly for use therein; provided, however, that no such Investor shall be responsible for Losses in excess of the net proceeds to be received by such Investor from the sale of Registrable Securities specifically for inclusion therein. In no event shall covered by the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligationapplicable registration statement. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer dealer-managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information with respect to such persons or entities Persons so furnished in writing by such persons or entities or their representatives Persons specifically for inclusion in any Prospectus prospectus or Registration Statementregistration statement.

Indemnification by Holders of Registrable Securities. In connection Each Selling Holder, severally and not jointly with any registration in which the holders of Registrable Securities is participatingother Selling Holder, the holders of Registrable Securities will furnish to the Company in writing such information with respect to the holders of Registrable Securities as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnify, to the full extent permitted by law, indemnify and hold harmless the Company, the its directors and officers of the Company signing the Registration Statement employees and agents and each person person, if any, who controls the Company (within the meaning of either Section 15 of the Securities Act and or Section 20 of the Exchange Act) against any Act to the same extent as the foregoing indemnity from the Company to such Selling Holder, but only with respect to losses, claims, damages, liabilities and expenses resulting from judgments arising out of, or based upon, any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements in the Registration Statement or Prospectus or preliminary Prospectus (in the case of the Prospectus or any preliminary Prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any or allegations thereof based upon information with respect to such holder of Registrable Securities so furnished in writing by such holders Selling Holder or on such Selling Holder's behalf expressly for use in any registration statement or prospectus or any amendment or supplement thereto, or any preliminary prospectus relating to the Shelf Registration; provided, however, that with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary or final prospectus, the indemnity agreement contained in this subsection shall not apply to the extent that any such losses, claims, damages, liabilities or judgments result from the fact that a final prospectus (as supplemented, if applicable) was not sent or given to the person asserting any such loss, claim, damage, liability or judgment at or prior to the written confirmation of Registrable Securities specifically for inclusion thereinthe sale of the Common Stock concerned to such person if it is determined that it was the responsibility of the Company or any other person or entity (other than the Selling Holder) to provide such person with a final prospectus (as supplemented, if applicable) and such final prospectus (as supplemented, if applicable) would have cured the defect giving rise to such loss, claim, damage, liability or judgment. In case any action or proceeding shall be brought against the Company or its directors, officers, employees or agents or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its directors, officers, employees or agents or such controlling person shall have the rights and duties given to such Selling Holder by the preceding Section 7(b). Notwithstanding the foregoing, in no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than Selling Holder pursuant to this Section 7(c) exceed the dollar amount of the net proceeds received by such holder upon Selling Holder from the sale of Registrable Securities. Each Selling Holder also agrees to indemnify and hold harmless Securities Professionals with respect to the Registrable Securities giving rise matters referred to such in this Section 7(c) on substantially the same basis as that of the indemnification obligationprovided to the Company. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals Securities Professionals participating in the distribution, to the same extent as provided above with respect to information with respect to such persons or entities so furnished in writing by such persons or entities or their representatives specifically for inclusion in any Prospectus prospectus or Registration Statementregistration statement or any amendment or supplement thereto or any preliminary prospectus.

Indemnification by Holders of Registrable Securities. In connection with any registration Registration Statement in which the holders a Holder of Registrable Securities is participating, the holders of Registrable Securities will such Holder shall furnish (or cause to the Company be furnished) to New PubCo in writing such information with respect to the holders of Registrable Securities and affidavits as the Company New PubCo reasonably requests for use in connection with any such Registration Statement or Prospectus and agrees to indemnify(the “Holder Information”) and, to the full extent permitted by law, the Companyshall indemnify New PubCo, the directors its directors, officers and officers of the Company signing the Registration Statement agents and each person or entity who controls the Company New PubCo (within the meaning of the Act and the Exchange Securities Act) against any all losses, claims, damages, liabilities and out-of-pocket expenses (including, without limitation, reasonable and documented outside attorneys’ fees) resulting from any untrue statement of a material fact contained or incorporated by reference in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission to state of a material fact required to be stated therein or necessary to make the statements in the Registration Statement or Prospectus or preliminary Prospectus (in the case of the Prospectus or any preliminary Prospectus, in light of the circumstances under which they were made) therein not misleading, to the extent, but only to the extent, extent that such untrue statement or omission is contained in (or not contained in, in the case of an omission) any information with respect to such holder of Registrable Securities or affidavit so furnished in writing by or on behalf of such holders Holder expressly for use therein; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities specifically for inclusion therein. In no event shall be in proportion to and limited to the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the net proceeds received by such holder upon Holder from the sale of the Registrable Securities giving rise pursuant to such indemnification obligationRegistration Statement. The Company Holders of Registrable Securities shall be entitled to receive indemnities from underwritersindemnify the Underwriters, selling brokerstheir officers, dealer managers directors and similar securities industry professionals participating in each person or entity who controls such Underwriters (within the distribution, meaning of the Securities Act) to the same extent as provided above in the foregoing with respect to information with respect to such persons or entities so furnished in writing by such persons or entities or their representatives specifically for inclusion in any Prospectus or Registration Statementindemnification of New PubCo.

Indemnification by Holders of Registrable Securities. In ---------------------------------------------------- connection with any registration in which the holders statement covering Registrable Securities, each Holder any of whose Registrable Securities is participating, the holders of Registrable Securities will are covered thereby shall furnish to the Company in writing such information and affidavits with respect to the holders of Registrable Securities such Holder as the Company reasonably requests for use in connection with such registration statement, any Registration Statement related prospectus or Prospectus preliminary prospectus, or any amendment or supplement thereto, and agrees to shall indemnify, to the full extent permitted by law, the Company, the directors Company's directors, officers, employees and officers of the Company signing the Registration Statement and agents, each person Person who controls the Company (within the meaning of the Act and the Exchange Securities Act) and any investment adviser thereof or agent therefor, against any all losses, claims, damages, liabilities and expenses resulting from (including reasonable costs of investigation and legal expenses) arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any registration statement covering any Registrable Securities, any related prospectus or preliminary prospectus, or any amendment or supplement thereto, or any omission or alleged omission to state in any thereof a material fact required to be stated therein or necessary to make the statements in the Registration Statement or Prospectus or preliminary Prospectus therein (in the case of the Prospectus a prospectus or any preliminary Prospectusprospectus supplement, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that such the same arises out of or is based upon an untrue statement or alleged untrue statement of a material fact or an omission is contained or alleged omission to state a material fact in any such registration statement or in such related prospectus, preliminary prospectus, amendment or supplement, as the case may be, made or omitted, as the case may be, in reliance upon and in conformity with written information with respect furnished to such holder of Registrable Securities so furnished in writing the Company by such holders of Registrable Securities specifically Holder expressly for inclusion use therein. In ; provided, however, that in no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of -------- ------- Holder for indemnification under this Section 7(b) exceed the proceeds received by such holder upon Holder from the sale of the Registrable Securities giving rise under the applicable registration statement. This indemnity is in addition to any liability that a Holder may otherwise have. Each Holder participating in an offering of Registrable Securities shall, if requested by the managing underwriter or underwriters of such indemnification obligation. The Company shall be entitled to receive indemnities from underwritersoffering, also indemnify any underwriters of such Registrable Securities, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, distribution of such Registrable Securities and their officers and directors and each Person who controls such underwriters or other Persons (within the meaning of the Securities Act) to the same extent as provided above with respect to information with respect to such persons or entities so furnished in writing by such persons or entities or their representatives specifically for inclusion in any Prospectus or Registration Statementthe indemnification of the Company and other specified Persons.

Indemnification by Holders of Registrable Securities. In connection with any registration in which the holders Each Holder of Registrable Securities will, in the event that any Registration is participating, being effected under the holders Securities Act pursuant to this Agreement of any Registrable Securities will furnish held by such Holder, indemnify and hold harmless to the Company in writing such information with respect to the holders of Registrable Securities as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnify, to the full fullest extent permitted by law, law the Company, the directors and officers of the Company signing the Registration Statement and each person of its officers, employees, affiliates, directors, and agents, and each Person who controls the Company (within the meaning of the Securities Act (excluding Invesco to the extent that Invesco is the Holder of Registrable Securities) and each underwriter (if any), and each Person, if any, who controls such underwriter within the Exchange meaning of the Securities Act) , against any lossesLosses, claimswhether joint or several, damages, liabilities and expenses resulting from insofar as such Losses (or actions in respect thereof) arise out of or are based upon any untrue statement (or allegedly untrue statement) of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, Prospectus (including any preliminary Prospectus), or any amendment thereof or supplement thereto, or arise out of or are based upon any omission (or alleged omission) to state a material fact required to be stated therein or necessary to make the statements in the Registration Statement or Prospectus or preliminary Prospectus (statement therein, in the case of the Prospectus or any preliminary Prospectus, in light of the circumstances under which they were made) , not misleading, to if the extent, but only to the extent, that such untrue statement or omission is contained was made in any reliance upon and in conformity with information with respect furnished in writing to the Company by such holder Holder expressly for use therein, and each such Holder of Registrable Securities so furnished in writing by such holders of Registrable Securities specifically for inclusion thereinshall reimburse the Company. In no event Each Holder’s indemnification obligations hereunder shall be several and not joint and shall be limited to the liability amount of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the net proceeds actually received by such holder upon the sale Holder. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Registrable Securities giving rise to such indemnification obligation. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information with respect to such persons or entities so furnished in writing by such persons or entities or their representatives specifically for inclusion in any Prospectus or Registration StatementIndemnified Party.

Indemnification by Holders of Registrable Securities. In connection with any registration statement in which the holders a holder of Registrable Securities is participating, the holders of Registrable Securities each such holder will furnish to the Company Ultra in writing such information with respect to the holders of Registrable Securities as the Company Ultra reasonably requests for use in connection with any Registration Statement such registration statement, prospectus, preliminary or Prospectus and agrees to indemnifyprospectus and, to the full extent permitted by law, the Companywill indemnify and hold harmless, the directors severally and officers of the Company signing the Registration Statement not jointly, Ultra and its officers, directors, employees, agents, representatives, trustees and each person Person who controls the Company Ultra (within the meaning of the Act and Securities Act) (collectively, the Exchange Act“Ultra Indemnitees”) against any losses, claims, damages, liabilities and expenses resulting (including reasonable attorney’s fees and expenses) to which Ultra or any such Ultra Indemnitee may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities and expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, result from or are based upon (a) any untrue or alleged untrue statement of a material fact contained in any registration statement of Ultra under the Securities Act that covers any Registrable Securities pursuant to this Agreement, or prospectus, preliminary prospectus or Free Writing Prospectus or any amendment thereof or supplement thereto relating to Registrable Securities, together with any documents incorporated therein by reference, or (b) any omission to state or alleged omission of a material fact required to be stated therein or necessary to make the statements in the Registration Statement or Prospectus or preliminary Prospectus therein (in the case of the Prospectus a prospectus, preliminary prospectus or any preliminary Free Writing Prospectus, in the light of the circumstances under which they were made) not misleading, to but, in the extentcase of each of (a) and (b), but only to the extent, extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is contained made in such registration statement, any such prospectus, preliminary prospectus or Free Writing Prospectus or any amendment thereof or supplement thereto, together with any documents incorporated therein by reference, in reliance upon and in conformity with written information prepared and furnished to Ultra by or on behalf of such holder with respect to such holder of Registrable Securities so furnished in writing by such holders of Registrable Securities specifically expressly for inclusion use therein. In no event shall addition, such holder will reimburse Ultra and each such Ultra Indemnitee for any legal or any other expenses as incurred including any amounts paid in any settlement effected with the consent of such holder, which consent will not be unreasonably withheld or delayed, incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding. The liability of any selling holder of Registrable Securities hereunder shall be greater in amount than several and not joint and shall be limited to the dollar amount of the net proceeds after underwriting commissions and discounts (but before any taxes and expenses which may be payable by such holder) received by such holder upon from the sale of the Registrable Securities giving rise to such indemnification obligation. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information with respect to such persons or entities so furnished in writing covered by such persons registration statement, less any other amounts paid by such holder to Ultra and each such Ultra Indemnitee in respect of such untrue statement, alleged untrue statement, omission or entities or their representatives specifically for inclusion in any Prospectus or Registration Statementalleged omission.

Indemnification by Holders of Registrable Securities. In connection with any registration in which the holders of Registrable Securities is participating, the holders Each selling holder of Registrable Securities will furnish severally and not jointly, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling holder, indemnify and hold harmless to the Company in writing such information with respect to the holders of Registrable Securities as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnify, to the full fullest extent permitted by law, law the Company, the directors each of its directors, officers, employees, and officers of the Company signing the Registration Statement agents and each person Person who controls the Company (within the meaning of the Securities Act and the Exchange Act) each Underwriter (if any), against any losses, claims, judgments, damages, liabilities liabilities, or expenses (including reasonable costs of investigation and legal expenses) whether joint or several, insofar as such losses, claims, damages, liabilities, or expenses resulting from (or actions or proceedings in respect thereof, whether or not such indemnified party is a party thereto) arise out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus, or summary prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statements in the Registration Statement or Prospectus or preliminary Prospectus (in the case of the Prospectus or any preliminary Prospectus, in light of the circumstances under which they were made) statement therein not misleading, to the extent, but extent and only to the extent, extent that such untrue the statement or omission is contained was made in any reliance upon and in conformity with information with respect to such holder of Registrable Securities so furnished in writing to the Company by such holders selling holder expressly for use therein, and shall reimburse the Company, its directors and officers, and each other selling holder or controlling person for any legal or other expenses reasonably incurred by any of Registrable Securities specifically for inclusion thereinthem in connection with investigation or defending any such loss, claim, damage, liability or action. In no event Each selling holder’s indemnification obligations hereunder shall be several and not joint and shall be limited to the liability amount of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the net proceeds actually received by such holder upon the sale selling holder. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Registrable Securities giving rise to such indemnification obligation. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information with respect to such persons or entities so furnished in writing by such persons or entities or their representatives specifically for inclusion in any Prospectus or Registration Statementindemnified party.

Indemnification by Holders of Registrable Securities. In connection with any registration Registration in which the holders of Registrable Securities a Stockholder is participating, the holders of Registrable Securities each such Stockholder will furnish to the Company in writing such information with respect to the holders of Registrable Securities such Stockholder as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnify, to the full extent permitted by law, the Company, the directors and officers of the Company signing the Registration Statement and each person who controls the Company (within the meaning of the Securities Act and the Exchange Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements in the Registration Statement or Prospectus or preliminary Prospectus (in the case of the Prospectus or any preliminary Prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information with respect to such holder of Registrable Securities Stockholder so furnished in writing by such holders of Registrable Securities Stockholder or its representative specifically for inclusion therein. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information with respect to such persons or entities so furnished in writing by such persons or entities or their representatives specifically for inclusion in any Prospectus or Registration Statement.

Indemnification by Holders of Registrable Securities. In connection with Each Holder of any registration in which the holders of Registrable Securities is participatingshall, the holders by acceptance thereof, indemnify and hold harmless each other holder of any Registrable Securities will furnish to the Company in writing such information with respect to the holders of Registrable Securities as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnify, to the full extent permitted by lawSecurities, the Company, the its directors and officers of officers, each above-described underwriter who contracts with the Company signing the Registration Statement or its agents and each person other Person, if any, who controls the Company or such underwriter, against any liability, joint or several, to which any such other Holder, the Company, underwriter or any such director or officer of any such Person may become subject under the Securities Act or any other statute or at common law, if such liability (within or actions in respect hereof) arises out of or is based upon (i) the meaning disposition by such Holder of such Registrable Securities in violation of the Act and the Exchange Actprovisions of this Article VII, (ii) against any losses, claims, damages, liabilities and expenses resulting from any alleged untrue statement of a any material fact contained in any registration statement under which securities were registered under the Securities Act at the request of such Holder, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or (iii) any alleged omission to state therein a material fact required to be stated therein or necessary to make statement(s) therein not misleading. Notwithstanding any other provision of this Section, the statements indemnification rights set forth in the Registration Statement or Prospectus or preliminary Prospectus (this Section shall be given in the case of the Prospectus clause (ii) or any preliminary Prospectus, in light of the circumstances under which they were made(iii) not misleading, to the extent, but only to the extent, that if such alleged untrue statement or alleged omission is supplement thereto was made (1) in reliance upon and in conformity with information furnished to the Company by such Holder expressly stated for use therein, and (2) not based on the authority of an expert as to whom the holder had no reasonable ground to believe, and did not believe, that (A) the statements made on the authority of such expert were untrue or (B) there was an omission to state a material fact. Such Holder shall reimburse the Company, such underwriter or such director, officer, other Person or other Holder for any reasonable legal fees incurred in investigating or defending any such liability; provided, however, that no Holder of Registrable Securities shall be required to indemnify any Person against any liability arising from any untrue or misleading statement or omission contained in any information with respect prospectus or for any liability which arises out of the failure of any Person to deliver a prospectus as required by the Securities Act; and provided further, that the obligations of such holder Holder of Registrable Securities so furnished in writing by such holders of Registrable Securities specifically for inclusion therein. In no event the indemnity hereunder shall be limited to an amount equal to the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the net proceeds received by such holder upon the sale Holder of the Registrable Securities giving rise upon disposition thereof and shall not extend to any settlement of claims related thereto without the express written consent of such indemnification obligation. The Company Holder of Registrable Securities, which consent shall not be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information with respect to such persons or entities so furnished in writing by such persons or entities or their representatives specifically for inclusion in any Prospectus or Registration Statementunreasonably withheld.

Indemnification by Holders of Registrable Securities. In connection with any registration in which the holders Each holder of Registrable Securities is participatingincluded in any registration statement agrees, the holders of Registrable Securities will furnish severally and not jointly, to indemnify and hold harmless to the Company in writing such information with respect to the holders of Registrable Securities as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnify, to the full fullest extent permitted by lawlaw (including without limitation reimbursement of the Issuer for any legal or any other expenses reasonably incurred by it in investigating or defending such loss, claim, damage, liability or expense) the CompanyIssuer, the its officers, directors and officers of the Company signing the Registration Statement agents and each person Person, if any, who controls the Company (Issuer within the meaning of either Section 15 of the Securities Act and or Section 20 of the Exchange ActAct to the same extent as the foregoing indemnity from the Issuer to such holder of Registrable Securities in Section 2.05, but only (i) against with respect to information furnished in writing by such holder of Registrable Securities or on such holder's behalf, in either case expressly for use in any lossesregistration statement or prospectus relating to the Registrable Securities, claimsor any amendment or supplement thereto, damagesor any preliminary, liabilities summary or final prospectus or any amendments or supplements thereto or (ii) to the extent that any loss, claim, damage, liability or expense described in this Section 2.06 results from (a) the fact that a current copy of the prospectus (or, in the case of a prospectus, the prospectus as amended or supplemented) was not sent or given to the Person asserting any such loss, claim, damage, liability or expense at or prior to the written confirmation of the sale of the Registrable Securities concerned to such Person if it is determined that it was the responsibility of such holder to provide such Person with a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) and expenses resulting from such current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) would have cured the defect giving rise to such loss, claim, damage, liability or expense, (b) the use of any prospectus by or on behalf of any holder of Registrable Securities more than 24 hours after the Issuer has notified such Person that such prospectus contains an untrue statement of a material fact or any omission omits to state a material fact required to be stated therein or necessary to make the statements therein, in the Registration Statement or Prospectus or preliminary Prospectus (in the case of the Prospectus or any preliminary Prospectus, in light of the circumstances under which they were made) , not misleading, to or (c) the extent, but only to the extent, that such untrue statement use of any prospectus by or omission is contained in on behalf of any information with respect to such holder of Registrable Securities so furnished in writing by after such holders of Registrable Securities specifically for inclusion therein. In no event shall time as the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount obligation of the proceeds received by such holder upon Issuer to keep the sale of the Registrable Securities giving rise to such indemnification obligation. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information with respect to such persons or entities so furnished in writing by such persons or entities or their representatives specifically for inclusion in any Prospectus or Registration Statementrelated registration statement effective has expired.

Indemnification by Holders of Registrable Securities. In connection with any registration in which the holders of Registrable Securities is participating, the holders of Registrable Securities will furnish Each Holder agrees severally but not jointly to indemnify and hold harmless the Company in writing such information with respect to the holders of Registrable Securities as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnify, to the full extent permitted by law, the Company, the its respective directors and officers of the Company signing the Registration Statement officers, and each person person, if any, who controls the Company (within the meaning of either Section 15 of the Securities Act and or Section 20 of the Exchange Act) from and against all Losses arising out of or based upon any losses, claims, damages, liabilities and expenses resulting from any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements in the Registration Statement or Prospectus or preliminary Prospectus (in the case of the Prospectus or any preliminary Prospectustherein not misleading, in light of the circumstances under which they were made) not misleading, to the extentprovided that any such Loss arises out of, but only to the extentor is based upon, that such an untrue statement or alleged untrue statement or omission is contained or alleged omission in any the information with respect furnished to such holder of Registrable Securities so furnished the Company in writing by such holders of Registrable Securities specifically Holder or such Holder's representative expressly for inclusion thereinuse in such Registration Statement or Prospectus or amendment or supplement thereto. In no event shall the liability of any selling holder Holder of Registrable Securities hereunder be greater in excess of the amount than that is the aggregate total of (i) the dollar amount of the proceeds received by such holder Holder upon the sale of the Registrable Securities pursuant to a Registration Statement giving rise to such indemnification obligation. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in obligation plus (ii) fifty cents for each share of Common Stock that was covered by the distribution, to the same extent as provided above with respect to information with respect Registration Statement giving rise to such persons Holder's indemnification obligation under this Section 6(b) (whether issued and outstanding shares of Common Stock or entities so furnished in writing by Common Stock that may be issued upon conversion, exercise or exchange of such persons or entities or their representatives specifically for inclusion in any Prospectus or Holder's Registerable Securities) and was not sold pursuant to such Registration Statement.

Indemnification by Holders of Registrable Securities. In ---------------------------------------------------- connection with any registration in which the holders of Registrable Securities is participatingRegistration, the holders of Registrable Securities each Holder participating therein will furnish to the Company in writing such information with respect to the holders of Registrable Securities Holder as the Company reasonably requests for use in connection with any Registration Statement Statement, Prospectus or Prospectus preliminary Prospectus, and agrees to indemnify, to the full extent permitted by law, the Company, the directors and officers of the Company signing the Registration Statement and each person who controls the Company (within the meaning of the Securities Act and the Exchange Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements in the Registration Statement or Statement, Prospectus or preliminary Prospectus (in the case of the Prospectus or any preliminary Prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but and only to the extent, that such untrue statement or omission is contained in caused by any information with respect to such holder of Registrable Securities the Holder so furnished in writing by such holders of Registrable Securities the Holder or its representative specifically for inclusion therein. In no event shall the liability of any selling holder of Registrable Securities Holder hereunder be greater in amount than the dollar amount of the net proceeds (after deducting commissions and expenses) received by such holder Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information with respect to such persons or entities so furnished in writing by such persons or entities or their representatives specifically for inclusion in any Registration Statement, Prospectus or Registration Statementpreliminary Prospectus.

Indemnification by Holders of Registrable Securities. In connection with any registration Registration Statement in which the holders a Holder of Registrable Securities is participating, the holders of Registrable Securities each such Holder will furnish to the Company in writing such information with respect to the holders of Registrable Securities and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and agrees to indemnifyindemnify and hold harmless, to the full extent permitted by law, but without duplication, the Company, the directors its officers, directors, shareholders, employees, advisors and officers of the Company signing the Registration Statement agents, and each person Person who controls the Company (within the meaning of the Act and the Exchange Securities Act) against any losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and reasonable legal fees and expenses and including expenses incurred in settlement of any litigation, commenced or threatened) resulting from any untrue statement (or alleged untrue statement) of a material fact in, or any omission to state (or alleged omission) of a material fact required to be stated therein in, the Registration Statement or Prospectus or necessary to make the statements in the Registration Statement or Prospectus or preliminary Prospectus therein (in the case of the a Prospectus or any preliminary Prospectus, in light of the circumstances under which they were made) not misleadingmisleading or any violation by such Holder of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to such Holder in connection with any such registration, as such expenses are incurred, to the extent, but only to the extent, that such untrue statement or omission is contained in any information with respect to such holder of Registrable Securities or affidavit so furnished in writing by such holders of Registrable Securities Holder to the Company specifically for inclusion therein. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company and the other persons described above shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals underwriters participating in the distribution, to the same extent as provided above with respect to information with respect to such persons or entities so furnished in writing by such persons or entities or their representatives Persons specifically for inclusion in any Prospectus or Registration Statement. In no event shall any participating Holder be liable for any amount in excess of the net proceeds (net of payment of all expenses) received by such Holder from the Registrable Securities offered and sold by such Holder pursuant to such Registration Statement.

Indemnification by Holders of Registrable Securities. In connection with any registration in which the holders of Registrable Securities a Significant Holder is participating, the holders of Registrable Securities each such Significant Holder will furnish to the Company in writing such information with respect to the holders of Registrable Securities such Significant Holder as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnify, to the full extent permitted by law, the Company, the directors and officers of the Company signing the Registration Statement and Statement, each person who controls the Company (within the meaning of the Act and the Exchange Act) ), and all underwriters participating in the distribution against any losses, claims, damages, liabilities and expenses resulting from any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements in the Registration Statement or Prospectus or preliminary Prospectus (in the case of the Prospectus or any preliminary Prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information with respect to such holder of Registrable Securities Significant Holder so furnished in writing by such holders of Registrable Securities Significant Holder or its representative specifically for inclusion therein. In no event shall the liability of any selling holder of Registrable Securities Significant Holder hereunder be greater in amount than the dollar amount of the proceeds received by such holder Significant Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information with respect to such persons or entities so furnished in writing by such persons or entities or their representatives specifically for inclusion in any Prospectus or Registration Statement.

Indemnification by Holders of Registrable Securities. In connection with any registration pursuant to this Agreement in which the holders a Holder of Registrable Securities is participating, the holders of Registrable Securities will furnish to the Company in writing such information with respect to the holders of Registrable Securities as the Company reasonably requests for use in connection with any Registration Statement or Prospectus Holder agrees, severally and agrees not jointly, to indemnify, to the full extent permitted by law, protect and hold harmless the Company, the its directors and officers of the Company signing the Registration Statement officers, any underwriter, each other Holder so participating and each person Person who controls "controls" the Company Company, such underwriter or other Holder (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act) ), and all other Holders of Registrable Securities so participating, from and against any losses, claims, damages, liabilities and expenses resulting from to which any of the foregoing Persons may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities and expenses arise out of or are based upon an untrue or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Securities were registered under the Securities Act, or any preliminary, final or summary prospectus contained therein, or any amendment or supplement thereto, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements in the Registration Statement or Prospectus or preliminary Prospectus therein (in the case of the Prospectus or any preliminary Prospectusa prospectus, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission is contained or alleged omission was made in any reliance upon and in conformity with written information with respect to such holder of Registrable Securities so furnished in writing by such holders of Registrable Securities Holder to the Company or any underwriter specifically for inclusion therein. In no event therein such Registration Statement; provided, however, that the obligations of each Holder shall be limited to an amount equal to the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the net proceeds received by such holder Holder upon the sale of the its Registrable Securities giving rise pursuant to such indemnification obligation. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information with respect to such persons or entities so furnished in writing by such persons or entities or their representatives specifically for inclusion in any Prospectus or Registration Statementregistration.

Indemnification by Holders of Registrable Securities. In connection with Each Holder of any registration in which the holders of Registrable Securities is participatingshall, in the holders event of a Registration of any of its Registrable Securities will furnish under the Securities Act pursuant to the Company in writing such information with respect to the holders of Registrable Securities as the Company reasonably requests for use in connection with any Registration Statement Sections 2.1, 2.2 or Prospectus 2.3, severally and agrees to indemnifynot jointly, to the full extent permitted by law, indemnify and hold harmless the Company, the its directors and officers of the Company signing the Registration Statement officers, each underwriter and each person other Person, if any, who controls the Company (within the meaning of the Act and the Exchange Act) or such underwriter, against any lossesliability, claimsjoint or several, damagesas incurred, liabilities and expenses resulting from to which the Company, underwriter or any such director or officer or controlling person may become subject under the Securities Act or any other statute or at common law, in so far as such liability (or actions in respect thereof) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in the registration statement under which such Registrable Securities were registered under the Securities Act at the request of such Holder pursuant to this Agreement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, 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; provided however, that no Holder of Registrable Securities shall be required to indemnify any Person against any liability arising from any untrue or alleged untrue or misleading statement or omission or alleged omission contained in any preliminary prospectus if such deficiency is corrected in the Registration Statement or Prospectus or preliminary Prospectus (in the case final prospectus and liability arises out of the Prospectus or failure of any preliminary ProspectusPerson to deliver a prospectus as required by the Securities Act. Notwithstanding the above, the indemnification set forth in light of the circumstances under which they were made) not misleading, this Section 2.6.2 shall be given to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission is contained or alleged omission was made in such registration statement, preliminary or final prospectus, amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Company by such Holder and expressly stated for use therein. Such Holder shall reimburse the Company, such underwriter or such director, officer, or controlling person for any information with respect to legal fees incurred in investigating or defending any such holder liability, as incurred; provided, that the obligations of such Holder of Registrable Securities so furnished in writing by such holders of Registrable Securities specifically for inclusion therein. In no event the indemnity hereunder shall be limited to the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the net proceeds received by such holder upon Holder of Registrable Securities from the sale of the Registrable Securities giving rise to such indemnification obligation. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information with respect to such persons or entities so furnished in writing covered by such persons or entities or their representatives specifically for inclusion in registration statement and shall not extend to any Prospectus or Registration Statementsettlement of claims related thereto without the express written consent of such Holder of Registrable Securities.

Indemnification by Holders of Registrable Securities. In connection with Each Holder of any registration in which the holders of Registrable Securities is participatingshall, the holders by acceptance thereof, indemnify and hold harmless each other holder of any Registrable Securities will furnish to the Company in writing such information with respect to the holders of Registrable Securities as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnify, to the full extent permitted by lawSecurities, the Company, the its directors and officers of officers, each above-described underwriter who contracts with the Company signing the Registration Statement or its agents and each person other Person, if any, who controls the Company or such underwriter, against any liability, joint or several, to which any such other Holder, the Company, underwriter or any such director or officer of any such Person may become subject under the Securities Act or any other statute or at common law, if such liability (within or actions in respect hereof) arises out of or is based upon (i) the meaning disposition by such Holder of such Registrable Securities in violation of the Act and the Exchange Actprovisions of this Article VII, (ii) against any losses, claims, damages, liabilities and expenses resulting from any alleged untrue statement of a any material fact contained in any registration statement under which securities were registered under the Securities Act at the request of such Holder, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or (iii) any alleged omission to state therein a material fact required to be stated therein or necessary to make statement(s) therein not misleading. Notwithstanding any other provision of this Section, the statements indemnification rights set forth in the Registration Statement or Prospectus or preliminary Prospectus (this Section shall be given in the case of the Prospectus clause (ii) or any preliminary Prospectus, in light of the circumstances under which they were made(iii) not misleading, to the extent, but only to the extent, that if such alleged untrue statement or alleged omission is supplement thereto was made (1) in reliance upon and in conformity with information furnished to the Company by such Holdxx xxxressly stated for use therein, and (2) not based on the authority of an expert as to whom the holder had no reasonable ground to believe, and did not believe, that (A) the statements made on the authority of such expert were untrue or (B) there was an omission to state a material fact. Such Holder shall reimburse the Company, such underwriter or such director, officer, other Person or other Holder for any reasonable legal fees incurred in investigating or defending any such liability; provided, however, that no Holder of Registrable Securities shall be required to indemnify any Person against any liability arising from any untrue or misleading statement or omission contained in any information with respect prospectus or for any liability which arises out of the failure of any Person to deliver a prospectus as required by the Securities Act; and provided further, that the obligations of such holder Holder of Registrable Securities so furnished in writing by such holders of Registrable Securities specifically for inclusion therein. In no event the indemnity hereunder shall be limited to an amount equal to the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the net proceeds received by such holder upon the sale Holder of the Registrable Securities giving rise upon disposition thereof and shall not extend to any settlement of claims related thereto without the express written consent of such indemnification obligation. The Company Holder of Registrable Securities, which consent shall not be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information with respect to such persons or entities so furnished in writing by such persons or entities or their representatives specifically for inclusion in any Prospectus or Registration Statementunreasonably withheld.

Indemnification by Holders of Registrable Securities. In connection with any registration in which the holders Each holder of Registrable Securities is participatingincluded in any Registration Statement agrees, severally and not jointly, to indemnify and hold harmless to the holders fullest extent permitted by law (including without limitation reimbursement of OpenTV for any legal or any other expenses reasonably incurred by it in investigating or defending such loss, claim, damage, liability or expense) OpenTV, its officers, directors and agents and each Person, if any, who controls OpenTV within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from OpenTV to such holder of Registrable Securities will furnish to the Company in writing such information Section 3.01, but only (i) with respect to the holders information furnished in writing by such holder of Registrable Securities as the Company reasonably requests or on such holder's behalf, in either case expressly for use in connection with any Registration Statement or Prospectus and agrees to indemnify, relating to the full Registrable Securities, or any amendment or supplement thereto, or any preliminary, summary or final Prospectus or any amendments or supplements thereto or (ii) to the extent permitted by lawthat any loss, claim, damage, liability or expense described in this Section 3.02 results from (a) the Company, the directors and officers fact that a current copy of the Company signing Prospectus was not sent or given to the Registration Statement and each person who controls Person asserting any such loss, claim, damage, liability or expense at or prior to the Company (within the meaning written confirmation of the Act sale of the Registrable Securities concerned to such Person if it is determined that it was the responsibility of such holder to provide such Person with a current copy of the Prospectus (or such amended or supplemented Prospectus, as the case may be) and such current copy of the Exchange ActProspectus (or such amended or supplemented Prospectus, as the case may be) against would have cured the defect giving rise to such loss, claim, damage, liability or expense, (b) the use of any losses, claims, damages, liabilities and expenses resulting from Prospectus by or on behalf of any holder of Registrable Securities more than 24 hours after OpenTV has notified such Person that such Prospectus contains an untrue statement of a material fact or any omission omits to state a material fact required to be stated therein or necessary to make the statements therein, in the Registration Statement or Prospectus or preliminary Prospectus (in the case of the Prospectus or any preliminary Prospectus, in light of the circumstances under which they were made) , not misleading, to or (c) the extent, but only to the extent, that such untrue statement use of any Prospectus by or omission is contained in on behalf of any information with respect to such holder of Registrable Securities so furnished in writing by after such holders time as the obligation of Registrable Securities specifically for inclusion therein. In no event shall OpenTV to keep the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information with respect to such persons or entities so furnished in writing by such persons or entities or their representatives specifically for inclusion in any Prospectus or related Registration StatementStatement effective has expired.

Indemnification by Holders of Registrable Securities. In connection with any registration Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which the holders of Registrable Securities a Holder is participating, the holders of Registrable Securities will such Holder shall furnish to the Company Issuers in writing such information with respect to the holders of Registrable Securities as the Company Issuers reasonably requests request for use in connection with any Registration Statement Statement, Prospectus or Prospectus form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and agrees shall, without limitation as to indemnifytime, to indemnify and hold harmless the full extent permitted by lawIssuers, the Companytheir respective members, the directors managers, directors, officers, agents and officers employees, each Person, if any, who controls either of the Company signing the Registration Statement and each person who controls the Company Issuers (within the meaning of Section 15 of the Securities Act and Section 20(a) of the Exchange Act) ), and the members, managers, directors, officers, agents or employees of such controlling persons, to the fullest extent lawful, from and against all Losses arising out of or based upon any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or form of prospectus or in any amendment or supplement thereto or in any preliminary 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, in the Registration Statement or Prospectus or preliminary Prospectus (in the case of the Prospectus or any preliminary Prospectus, in light of the circumstances under which they were made) , not misleading, misleading to the extent, but only to the extent, that such untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information with respect to such holder of Registrable Securities so furnished in writing by such holders of Registrable Securities specifically Holder to the Issuers expressly for inclusion use therein. In no event shall the liability of any selling holder of Registrable Securities hereunder Holder be greater in amount than the dollar amount of the proceeds (net of payment of all expenses) received by such holder Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information with respect to such persons or entities so furnished in writing by such persons or entities or their representatives specifically for inclusion in any Prospectus or Registration Statement.

Indemnification by Holders of Registrable Securities. In connection with any registration Registration in which the holders of Registrable Securities a Registering Member is participating, the holders of Registrable Securities each such Member will furnish to the Company in writing such information with respect to the holders of Registrable Securities as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnify, to the full extent permitted by law, (1) the Company, the directors and officers of the Company signing the Registration Statement and each person who controls the Company (within the meaning of the Securities Act and the Exchange Act) and (ii) any other Registering Member participating in such Registration (and its officers, directors and agents, and each person who controls such Registering Member within the meaning of the Exchange Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements in the Registration Statement or Prospectus or preliminary Prospectus (in the case of the Prospectus or any preliminary Prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information with respect to such holder of Registrable Securities Registering Member so furnished in writing by such holders of Registrable Securities Registering Member or his representative specifically for inclusion therein. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information with respect to such persons or entities so furnished in writing by such persons or entities or their representatives specifically for inclusion in any Prospectus or Registration Statement.

Indemnification by Holders of Registrable Securities. In connection with any registration in which the holders of Registrable Securities is participating, the holders of Registrable Securities will furnish to the Company in writing such information with respect to the holders of Registrable Securities as the Company reasonably requests for use in connection with any Registration Statement or Prospectus in which a Holder is participating and agrees as a condition to indemnifysuch participation, each Holder of Registrable Securities agrees, severally and not jointly, to indemnify and hold harmless to the full fullest extent permitted by law, law the Company, the directors and officers of the Company signing the Registration Statement and each person of its directors, officers, employees, Affiliates, trustees and agents, and each Person who controls the Company (within the meaning of Section 15 of the Securities Act and or Section 20(a) of the Exchange Act) and each underwriter (if any), and each Person, if any, who controls such underwriter (within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act), against any lossesLosses, claims, damages, liabilities and expenses resulting from insofar as such Losses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, Prospectus (including any preliminary Prospectus), or any amendment thereof or supplement thereto, or arise out of or are based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements in the Registration Statement or Prospectus or preliminary Prospectus (statement therein, in the case of the Prospectus or any preliminary Prospectus, in the light of the circumstances under which they were made) , not misleading, to if the extent, but only to the extent, that such untrue statement or omission is contained was made in any reliance upon and in conformity with information with respect to such holder of Registrable Securities so furnished in writing to the Company by such holders of Registrable Securities specifically Holder expressly for inclusion use therein. In no event Each Holder’s indemnification obligations hereunder shall be several and not joint and shall be limited to the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the net proceeds actually received by such holder upon the sale Holder from sales of the Registrable Securities giving rise to such indemnification obligationobligations. The Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any Indemnified Party and shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar survive the transfer of such securities industry professionals participating in the distribution, to the same extent as provided above with respect to information with respect to such persons or entities so furnished in writing by such persons or entities or their representatives specifically for inclusion in any Prospectus or Registration StatementHolder.

Indemnification by Holders of Registrable Securities. In connection with any registration in which the holders of Registrable Securities is participatingEach Selling Holder agrees, the holders of Registrable Securities will furnish to the Company in writing such information with respect to the holders of Registrable Securities as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnifyseverally but not jointly, to the full extent permitted by law, indemnify and hold harmless the Company, the its officers, directors and officers of the Company signing the Registration Statement agents and each person Person, if any, who controls the Company (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each of their respective Representatives to the Exchange Actsame extent as the foregoing indemnity from the Company to such Selling Holder pursuant to Section 2.8, but only with respect to (a) against written information relating to such Selling Holder included in reliance upon and in conformity with information furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly for use in any lossesregistration statement or prospectus relating to the Registrable Securities of such Selling Holder, claimsor any amendment or supplement thereto, damages, liabilities or any preliminary prospectus and expenses resulting from (b) any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to such Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus, or that arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements in the Registration Statement or Prospectus or preliminary Prospectus (in the case of the Prospectus or any preliminary Prospectustherein, in light of the circumstances under which they were made, not misleading and (i) not misleading, to the extent, but only to the extent, that such Selling Holder knew to be untrue statement or knew to be an omission is contained or (ii) (A) that such Selling Holder reasonably should have known to be untrue or reasonably should have known to be an omission and (B) which the Company did not know to be untrue or did not know to be an omission. Notwithstanding the foregoing, in any information with respect to such holder of Registrable Securities so furnished in writing by such holders of Registrable Securities specifically for inclusion therein. In no event shall will the liability of any selling holder of Registrable Securities a Selling Holder under this Section 2.9 or Section 2.11 or otherwise hereunder be greater in amount than exceed the dollar amount of the net proceeds actually received by such holder upon Selling Holder from the sale of the its Registrable Securities giving rise to such indemnification obligationhereunder. The Company This indemnity shall be entitled in addition to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information with respect to such persons or entities so furnished in writing by such persons or entities or their representatives specifically for inclusion in any Prospectus or Registration Statementliability each Selling Holder may otherwise have.

Indemnification by Holders of Registrable Securities. In connection with any registration in which the holders statement covering Registrable Securities, each Holder any of whose Registrable Securities is participating, the holders of Registrable Securities will are covered thereby shall furnish to the Company in writing such information and affidavits with respect to the holders of Registrable Securities such Holder as the Company reasonably requests for use in connection with such registration statement, any Registration Statement related prospectus or Prospectus preliminary prospectus, or any amendment or supplement thereto, and agrees to shall indemnify, to the full extent permitted by law, the Company, the directors Company's directors, officers, employees and officers of the Company signing the Registration Statement and agents, each person Person who controls the Company (within the meaning of the Act and the Exchange Securities Act) and any investment adviser thereof or agent therefor against any all losses, claims, damages, liabilities costs of investigation and expenses resulting from legal expenses) using out of or based upon any untrue or alleged untrue statement of a material fact contained in any registration statement covering any Registrable Securities, any related prospectus or preliminary prospectus, or any amendment or supplement thereto, or any omission or alleged omission to state in any thereof a material fact required to be stated therein or necessary to make the statements in the Registration Statement or Prospectus or preliminary Prospectus therein (in the case of the Prospectus a prospectus or any preliminary Prospectusprospectus supplement, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that such the same arises out of or is based upon an untrue statement or alleged untrue statement of a material fact or an omission is contained or alleged omission to state a material fact in any such registration statement or in such related prospectus, preliminary prospectus, amendment or supplement, as the case may be, made or omitted, as the case may be, in reliance upon and in conformity with written information with respect furnished to such holder of Registrable Securities so furnished in writing the Company by such holders of Registrable Securities specifically Holder expressly for inclusion use therein. In ; PROVIDED, HOWEVER, that in no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of Holder for indemnification under this SECTION 8(B) exceed the proceeds received by such holder upon Holder from the sale of the Registrable Securities giving rise under the applicable registration statement. This indemnity is in addition to any liability that a Holder may otherwise have. Each Holder participating in an offering of Registrable Securities shall, if requested by the managing underwriter or underwriters of such indemnification obligation. The Company shall be entitled to receive indemnities from underwritersoffering, also indemnify any underwriters of such Registrable Securities, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, distribution of such Registrable Securities and their officers and directors and each Person who controls such underwriters or other Persons (within the meaning of the Securities Act) to the same extent as provided above with respect to information with respect to such persons or entities so furnished in writing by such persons or entities or their representatives specifically for inclusion in any Prospectus or Registration Statementthe applicable underwriting agreement.

Indemnification by Holders of Registrable Securities. In connection with any registration Registration Statement in which the holders of Registrable Securities a Holder is participating, the holders of Registrable Securities each such Holder will furnish to the Company in writing such information with respect to the holders name and address of Registrable Securities such Holder and such other information as the Company may be reasonably requests required for use in connection with any such Registration Statement or Prospectus and agrees to indemnifyindemnity, to the full extent permitted by law, the Company, the its directors and officers of the Company signing the Registration Statement and each person Person who controls the Company (within the meaning of the Act and the Exchange Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements in the Registration Statement or Prospectus or preliminary Prospectus (in any amendment thereof or supplement thereto or necessary to make the case of the Prospectus or any preliminary Prospectus, in light of the circumstances under which they were made) statements therein not misleading, to the extent, but only to the extent, that such untrue or alleged untrue statement or omission is contained in relates to any information with respect to such holder of Registrable Securities Holder so furnished in writing by such holders of Registrable Securities Holder specifically for inclusion thereinin any Prospectus or Registration Statement; PROVIDED, HOWEVER, that such Holder shall not be liable in any such case to the extent that prior to the filing of any such Registration Statement or Prospectus or amendment thereof or supplement thereto, such Holder has furnished in writing to the Company information expressly for use in such Registration Statement or Prospectus or any amendment thereof or supplement thereto which corrected or made not misleading information previously furnished to the Company. In no event shall the liability of any selling holder of Registrable Securities Selling Holder hereunder be greater in amount than the dollar amount of the proceeds received by such holder Selling Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information with respect to such persons or entities so furnished in writing by such persons or entities or their representatives specifically for inclusion in any Prospectus or Registration Statement.

Indemnification by Holders of Registrable Securities. In connection with any registration in which the holders of Registrable Securities is participatingEach Selling Holder agrees, the holders of Registrable Securities will furnish to the Company in writing such information with respect to the holders of Registrable Securities as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnifyseverally but not jointly, to the full extent permitted by law, indemnify and hold harmless the Company, the its officers, directors and officers of the Company signing the Registration Statement agents and each person Person, if any, who controls the Company (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each of their respective Representatives to the Exchange Actsame extent as the foregoing indemnity from the Company to such Selling Holder pursuant to Section 2.08, but only with respect to (a) against written information relating to such Selling Holder included in reliance upon and in conformity with information furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly for use in any lossesregistration statement or prospectus relating to the Registrable Securities of such Selling Holder or any amendment or supplement thereto, claims, damages, liabilities or any preliminary prospectus and expenses resulting from (b) any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to such Registrable Securities, or any amendment or supplement thereto, any preliminary prospectus or any Issuer Free Writing Prospectus (in each case, including any document incorporated by reference therein), or that arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements in the Registration Statement or Prospectus or preliminary Prospectus (in the case of the Prospectus or any preliminary Prospectustherein, in light of the circumstances under which they were made) , not misleading. Notwithstanding the foregoing, to the extent, but only to the extent, that such untrue statement or omission is contained in any information with respect to such holder of Registrable Securities so furnished in writing by such holders of Registrable Securities specifically for inclusion therein. In no event shall will the liability of any selling holder of Registrable Securities a Selling Holder under this Section 2.09 or Section 2.11 or otherwise hereunder be greater in amount than exceed the dollar amount of the net proceeds actually received by such holder upon Selling Holder from the sale of the its Registrable Securities giving rise to such indemnification obligationhereunder. The Company This indemnity shall be entitled in addition to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information with respect to such persons or entities so furnished in writing by such persons or entities or their representatives specifically for inclusion in any Prospectus or Registration Statementliability each Selling Holder may otherwise have.

Indemnification by Holders of Registrable Securities. In connection with any registration in which If the holders of Holders' Registrable Securities are sold under a Prospectus which is participatinga part of a Registration Statement, the holders of Registrable Securities will furnish Holders agree to the Company in writing such information with respect to the holders of Registrable Securities as the Company reasonably requests for use in connection with any Registration Statement or Prospectus indemnify and agrees to indemnifyhold harmless STAR, to the full extent permitted by law, the Company, the its directors and officers of the Company signing the each officer who signed such Registration Statement and each person who controls the Company STAR (within the meaning of Section 15 of the Act Securities Act), and each other person whose securities are sold under the Exchange Prospectus which is a part of such Registration Statement (and such person's officers, directors and employees and each person who controls such person within the meaning of Section 15 of the Securities Act) ), from and against any and all losses, claims, damagesdamages and liabilities (including any investigation, legal or other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) to which STAR or any other such person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities and expenses resulting from arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or preliminary prospectus or any amendment or supplement thereto, (ii) the 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 (iii) any violation or alleged violation by STAR of the Securities Act, the Exchange Act or any state securities or blue sky laws in connection with the Registration Statement or Statement, Prospectus or preliminary Prospectus (in the case of the Prospectus prospectus or any preliminary Prospectus, in light of the circumstances under which they were made) not misleadingamendment or supplement thereto, to the extent, but only to the extent, extent that such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement of a material fact or omission is contained of a material fact that was made in the Prospectus, the Registration Statement, or any amendment or supplement thereto, in reliance upon and in conformity with information with respect to such holder of Registrable Securities so furnished in writing to STAR by such holders of Registrable Securities specifically the Holders expressly for inclusion use therein. In , provided that in no event shall the aggregate liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar Holders exceed the amount of the net proceeds received by such holder the Holders upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company STAR and the selling Holders shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information with respect to such persons or entities so customarily furnished in writing by such persons or entities or their representatives specifically for inclusion in any Prospectus or Registration Statementsimilar circumstances.

Indemnification by Holders of Registrable Securities. In connection with any registration in which the holders of Registrable Securities is participatingstatement, the holders each participating holder of Registrable Securities will furnish to the Company in writing such information with respect to the holders of Registrable Securities and affidavits as the Company reasonably requests for use in connection with any Registration Statement registration statement or Prospectus prospectus and each holder agrees to indemnify, to the full extent permitted by law, the Company, the directors its directors, officers, trustees, partners, employees, advisors and officers of the Company signing the Registration Statement agents, and each person Person who controls the Company (within the meaning of the Securities Act and the Exchange Act) against any losses, claims, damages, liabilities and expenses (including reasonable attorney fees and expenses) resulting from any untrue or allegedly untrue statement of a material fact or any omission or alleged omission to state a material fact required to be stated therein in the registration statement or prospectus or any amendment thereof or supplement thereto necessary to make the statements in the Registration Statement or Prospectus or preliminary Prospectus (in the case of the Prospectus or any preliminary Prospectus, therein not misleading in light of the circumstances under which they such statements were made) not misleading, to the extent, but only to the extent, extent that such the untrue statement or omission is contained in or omitted from any information or affidavit the holder furnished in writing to the Company expressly for use therein and only in an amount not exceeding the net proceeds received by the holder with respect to securities sold pursuant to such registration statement. In connection with a firm or best efforts underwritten offering, to the extent customarily required by the managing underwriter, each participating holder of Registrable Securities so will indemnify the underwriters, their officers and directors and each Person who controls the underwriters (within the meaning of the Securities Act and the Exchange Act), to the extent that any untrue or allegedly untrue statement of a material fact or any omission or alleged omission to state a material fact required to be stated in the registration statement or prospectus or any amendment thereof or supplement thereto necessary to make the statements therein not misleading in light of the circumstances under which such statements were made, is contained in or omitted from any information or affidavit the holder furnished in writing by such holders of Registrable Securities specifically to the Company expressly for inclusion use therein. In no event shall ; PROVIDED, that the liability indemnity obligations of any selling holder of Registrable Securities hereunder contained in such agreement shall be greater in amount than limited to the dollar amount of the such holder's net proceeds received by such holder upon from the sale of the its Registrable Securities giving rise to in such indemnification obligation. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information with respect to such persons or entities so furnished in writing by such persons or entities or their representatives specifically for inclusion in any Prospectus or Registration Statementoffering.

Indemnification by Holders of Registrable Securities. In connection with any registration Registration Statement in which the holders of Registrable Securities Holder is participating, the holders of Registrable Securities Holder will furnish to the Company in writing such information with respect to the holders name and address of Registrable Securities such Holder and such other information as the Company may be reasonably requests required for use in connection with any such Registration Statement or Prospectus and agrees to indemnifyindemnity, to the full extent permitted by law, the Company, the its directors and officers of the Company signing the Registration Statement and each person Person who controls the Company (within the meaning of the Act and the Exchange Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements in the Registration Statement or Prospectus or preliminary Prospectus (in any amendment thereof or supplement thereto or necessary to make the case of the Prospectus or any preliminary Prospectus, in light of the circumstances under which they were made) statements therein not misleading, to the extent, but only to the extent, that such untrue or alleged untrue statement or omission is contained in relates to any information with respect to such holder of Registrable Securities Holder so furnished in writing by such holders of Registrable Securities Holder specifically for inclusion thereinin any Prospectus or Registration Statement; provided, however, that such Holder shall not be liable in any such case to the extent that prior to the filing of any such Registration Statement or Prospectus or amendment thereof or supplement thereto, such Holder has furnished in writing to the Company information expressly for use in such Registration Statement or Prospectus or any amendment thereof or supplement thereto which corrected or made not misleading information previously furnished to the Company. In no event shall the liability of any selling holder of Registrable Securities Selling Holder hereunder be greater # in amount than the dollar amount of the proceeds received by such holder Selling Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information with respect to such persons or entities so furnished in writing by such persons or entities or their representatives specifically for inclusion in any Prospectus or Registration Statement.

Indemnification by Holders of Registrable Securities. In connection with Each holder of any registration in which the holders of Registrable Securities is participatingshall, by acceptance thereof, indemnify and hold harmless each other holder of any Registrable Securities, the holders of Registrable Securities will furnish to the Company in writing such information with respect to the holders of Registrable Securities as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnifyCorporation, to the full extent permitted by law, the Company, the its directors and officers of officers, each above-described underwriter who contracts with the Company signing the Registration Statement Corporation or its agents and each person other Person, if any, who controls the Company Corporation or such underwriter, against any liability, joint or several, to which any such other holder, the Corporation, underwriter or any such director or officer of any such Person may become subject under the Securities Act or any other statute or at common law, if such liability (within or actions in respect thereof) arises out of or is based upon (i) the meaning disposition by such holder of such Registrable Securities in violation of the Act and the Exchange Actprovisions of this Section 2.6, (ii) against any losses, claims, damages, liabilities and expenses resulting from any alleged untrue statement of a any material fact contained in any registration statement under which securities were registered under the Securities Act at the request of such holder, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or (iii) any alleged omission to state therein a material fact required to be stated therein or necessary to make statement(s) therein not misleading. Notwithstanding any other provision of this Section 2.5(b), the statements indemnification rights set forth in the Registration Statement or Prospectus or preliminary Prospectus (this Section 2.5(b) shall be given in the case of the Prospectus clause (ii) or any preliminary Prospectus, in light of the circumstances under which they were made(iii) not misleading, to the extent, but only to the extent, that if such alleged untrue statement or alleged omission is in such registration statement, preliminary or final prospectus, amendment or supplement thereto was made (1) in reliance upon and in conformity with information furnished to the Corporation by such holder expressly stated for use therein, and (2) not based on the authority of an expert as to when the holder had no reasonable ground to believe, and did not believe, that (A) the statements made on the authority of such expert were untrue or (B) there was an omission to state a material fact. Such holder shall reimburse the Corporation, such underwriter or such director, officer, other Person or other holder for any reasonable legal fees incurred in investigating or defending any such liability; provided, however, that no holder of Registrable Securities shall be required to indemnify any Person against any liability arising from any untrue or misleading statement or omission contained in any information with respect preliminary prospectus if such deficiency was corrected in the final prospectus or for any liability which arises out of the failure of any Person to deliver a prospectus as required by the Securities Act; and provided further, that the obligations of such holder of Registrable Securities so furnished in writing by such holders of Registrable Securities specifically for inclusion therein. In no event the indemnity hereunder shall be limited to an amount equal to the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the net proceeds received by such holder upon the sale of the Registrable Securities giving rise upon disposition thereof, and shall not extend to any settlement of claims related thereto without the express written consent of such indemnification obligation. The Company holder of Registrable Securities, which consent shall not be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information with respect to such persons or entities so furnished in writing by such persons or entities or their representatives specifically for inclusion in any Prospectus or Registration Statementunreasonably withheld.

Indemnification by Holders of Registrable Securities. In connection with any registration statement filed pursuant to this Agreement to effect a Registration, each holder participating in which such Registration agrees to (and, as a condition precedent to the holders filing of Registrable Securities is participatingsuch registration statement, the holders of Registrable Securities will furnish Company may require an undertaking satisfactory to the Company in writing it from each such information with respect to the holders of Registrable Securities as the Company reasonably requests for use in connection with participating holder and from any Registration Statement or Prospectus and agrees to prospective underwriter therefor agreeing to) indemnify, to the full fullest extent permitted by law, the CompanyCompany and its officers, the directors and officers of the Company signing the Registration Statement agents and each person Person who controls the Company (within the meaning of the Act and the Exchange 1933 Act) against the Company or such axxxxx xxainst any losses, claims, damages, liabilities and expenses resulting from Losses which arise out of or are based upon any untrue or alleged untrue statement of a material fact contained in such registration statement or any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading or by any untrue or alleged untrue statement of a material fact included in the Registration Statement or Prospectus any prospectus or preliminary Prospectus (in the case of the Prospectus prospectus or any preliminary Prospectusomission or alleged omission to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made) , not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information or affidavit with respect to such holder of Registrable Securities so furnished in writing by such holders of Registrable Securities holder or its representatives to the Company specifically for inclusion therein. In in such registration statement or prospectus; provided, however, that no event such holder shall the liability of any selling holder of Registrable Securities hereunder be greater responsible for Losses in amount than the dollar amount excess of the proceeds to be received by such holder upon from the sale of the Registrable Securities giving rise to covered by such indemnification obligationregistration statement. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer dealer-managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information with respect to such persons or entities Persons so furnished in writing by such persons or entities or their representatives Persons specifically for inclusion in any Prospectus prospectus or Registration StatementRegistration.

Indemnification by Holders of Registrable Securities. In connection with any registration in which the holders of Registrable Securities is participating, the holders Each selling holder of Registrable Securities will furnish severally and not jointly, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling holder, indemnify and hold harmless to the Company in writing such information with respect to the holders of Registrable Securities as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnify, to the full fullest extent permitted by law, law the Company, the directors each of its directors, officers, employees, and officers of the Company signing the Registration Statement agents and each person Person who controls the Company (within the meaning of the Act and the Exchange Securities Act) , against any losses, claims, judgments, damages, liabilities liabilities, or expenses (including reasonable costs of investigation and legal expenses) whether joint or several, insofar as such losses, claims, damages, liabilities, or expenses resulting from (or actions or proceedings in respect thereof, whether or not such indemnified party is a party thereto) arise out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus, or summary prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statements in the Registration Statement or Prospectus or preliminary Prospectus (in the case of the Prospectus or any preliminary Prospectus, in light of the circumstances under which they were made) therein not misleading, to the extent, but extent and only to the extent, extent that such untrue the statement or omission is contained was made in any reliance upon and in conformity with information with respect to such holder of Registrable Securities so furnished in writing to the Company by such holders selling holder expressly for use therein, and shall reimburse the Company, its directors and officers, and each other selling holder or controlling Person for any legal or other expenses reasonably incurred by any of Registrable Securities specifically for inclusion thereinthem in connection with investigation or defending any such loss, claim, damage, liability or action. In no event Each selling holder’s indemnification obligations hereunder shall be several and not joint and shall be limited to the liability amount of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the net proceeds actually received by such holder upon the sale selling holder. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Registrable Securities giving rise to such indemnification obligation. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information with respect to such persons or entities so furnished in writing by such persons or entities or their representatives specifically for inclusion in any Prospectus or Registration Statementindemnified party.

Indemnification by Holders of Registrable Securities. In connection ---------------------------------------------------- with any registration Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which the holders of Registrable Securities a Holder is participating, the holders of Registrable Securities will such Holder shall furnish to the Company Issuers in writing such information with respect to the holders of Registrable Securities as the Company Issuers reasonably requests request for use in connection with any Registration Statement Statement, Prospectus or Prospectus form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and agrees shall, without limitation as to indemnifytime, to indemnify and hold harmless the full extent permitted by lawIssuers, the Companytheir respective members, the directors managers, directors, officers, agents and officers employees, each Person, if any, who controls either of the Company signing the Registration Statement and each person who controls the Company Issuers (within the meaning of Section 15 of the Securities Act and Section 20(a) of the Exchange Act) ), and the members, managers, directors, officers, agents or employees of such controlling persons, to the fullest extent lawful, from and against all Losses, as incurred, arising out of or based upon any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or form of prospectus or in any amendment or supplement thereto or in any preliminary 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, in the Registration Statement or Prospectus or preliminary Prospectus (in the case of the Prospectus or any preliminary Prospectus, in light of the circumstances under which they were made) , not misleading, misleading to the extent, but only to the extent, that such untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact is contained in or omitted from any information with respect to such holder of Registrable Securities so furnished in writing by such holders of Registrable Securities specifically Holder to the Issuers expressly for inclusion use therein. In no event shall the liability of any selling holder of Registrable Securities hereunder Holder be greater in amount than the dollar amount of the proceeds (net of payment of all expenses) received by such holder Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information with respect to such persons or entities so furnished in writing by such persons or entities or their representatives specifically for inclusion in any Prospectus or Registration Statement.

Indemnification by Holders of Registrable Securities. In connection with any registration Registration Statement in which the holders of Registrable Securities a Holder is participating, the holders of Registrable Securities each such Holder will furnish to the Company in writing such information with respect to the holders name and address of Registrable Securities such Holder and such other information as the Company may be reasonably requests required for use in connection with any such Registration Statement or Prospectus and each Holder agrees to indemnifyindemnity, to the full extent permitted by law, the Company, the directors its directors, officers and officers of the Company signing the Registration Statement counsel and each person Person who controls the Company (within the meaning of the Act and the Exchange Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements in the Registration Statement or Prospectus or preliminary Prospectus (in any amendment thereof or supplement thereto or necessary to make the case of the Prospectus or any preliminary Prospectus, in light of the circumstances under which they were made) statements therein not misleading, to the extent, but only to the extent, that such untrue or alleged untrue statement or omission is contained in relates to any information with respect to such holder of Registrable Securities Holder so furnished in writing by such holders of Registrable Securities Holder specifically for inclusion thereinin any Prospectus or Registration Statement (including any omissions with respect thereto); provided, however, that such Holder shall not be liable in any such case to the extent that prior to the filing of any such Registration Statement or Prospectus or amendment thereof or supplement thereto, such Holder has furnished in writing to the Company information expressly for use in such Registration Statement or Prospectus or any amendment thereof or supplement thereto which corrected or made not misleading information previously furnished to the Company. In no event shall the liability of any selling holder of Registrable Securities Holder hereunder be greater in amount than the dollar amount of the proceeds received by such holder Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information with respect to such persons or entities so furnished in writing by such persons or entities or their representatives specifically for inclusion in any Prospectus or Registration Statement.

Indemnification by Holders of Registrable Securities. In connection with any registration in which the holders Each Holder of Registrable Securities is participating, the holders of Registrable Securities will furnish included in any registration statement agrees to indemnify and hold harmless to the Company in writing such information with respect to the holders of Registrable Securities as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnify, to the full fullest extent permitted by lawlaw (including without limitation reimbursement of Micro for any legal or any other expenses reasonably incurred by it in investigating or defending such loss, the Companyclaim, the damage, liability or expense) Micro, its officers, directors and officers of the Company signing the Registration Statement agents and each person Person, if any, who controls the Company (Micro within the meaning of either Section 15 of the Securities Act and or Section 20 of the Exchange Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements in the Registration Statement or Prospectus or preliminary Prospectus (in the case of the Prospectus or any preliminary Prospectus, in light of the circumstances under which they were made) not misleading, Act to the extentsame extent as the foregoing indemnity from Micro to such Holder, but only to the extent, that such untrue statement or omission is contained in any information (i) with respect to such holder of Registrable Securities so information furnished in writing by such holders of Holder or on such Holder's behalf in either case expressly for use in any registration statement or prospectus relating to the Registrable Securities specifically for inclusion therein. In no event shall Securities, or any amendment or supplement thereto, or any preliminary, summary or final prospectus or any amendments or supplements thereto or (ii) to the extent that any loss, claim, damage, liability of any selling holder of Registrable Securities hereunder be greater or expense described in amount than Section 2.05 results from the dollar amount fact that a current copy of the proceeds received by prospectus (or, in the case of a prospectus, the prospectus as amended or supplemented) was not sent or given to the Person asserting any such holder upon loss, claim, damage, liability or expense at or prior to the written confirmation of the sale of the Registrable Securities concerned to such Person if it is determined that it was the responsibility of such Holder to provide such Person with a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) and such current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) would have cured the defect giving rise to such indemnification obligationloss, claim, damage, liability or expense. The Company shall be entitled Each such Holder also agrees to receive indemnities from underwritersindemnify and hold harmless underwriters of the Registrable Securities, selling brokers, dealer managers their officers and similar securities industry professionals participating in the distribution, to directors and each Person who controls such underwriters on substantially the same extent basis as that of the indemnification of Micro provided above with respect to information with respect to such persons or entities so furnished in writing by such persons or entities or their representatives specifically for inclusion in any Prospectus or Registration Statementthis Section 2.06.

Indemnification by Holders of Registrable Securities. In connection with any registration in which the holders of Registrable Securities is participatingEach selling Holder shall, the holders of Registrable Securities will furnish to the Company in writing such information with respect to the holders of Registrable Securities as the Company reasonably requests for use in connection with any Registration Statement or Prospectus under which the sale of its Registrable Securities was registered under the Securities Act, indemnify and agrees to indemnify, to the full extent permitted by law, hold harmless the Company, the each of its directors and officers, and, in the case of an underwritten offering pursuant to this Agreement, each Underwriter, its partners, members, directors, officers of the Company signing the Registration Statement and affiliates and each person other person, if any, who controls the Company (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act) the Company or Underwriter, as applicable, against any costs, expenses, losses, claims, damagesactions, judgments, damages or liabilities, whether joint or several, insofar as such costs, expenses, losses, claims, actions, judgments, damages or liabilities and expenses resulting from arise out of or are based upon any untrue statement (or allegedly untrue statement) of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any related preliminary or final Prospectus, or any amendment or supplement to such Registration Statement or Prospectus, or arise out of or are based upon any omission (or the alleged omission) to state a material fact required to be stated therein or necessary to make the statements in the Registration Statement or Prospectus or preliminary Prospectus (in the case of the Prospectus or any preliminary Prospectus, in light of the circumstances under which they were made) statement therein not misleading, to if the extent, but only to the extent, that such untrue statement or omission is contained was made in reliance upon and in conformity with information furnished in writing to the Company by such selling Holder expressly for use therein. Each selling Holder’s indemnification obligations hereunder shall be several and not joint and shall be limited to the amount of any information with respect to net proceeds actually received by such holder selling Holder from the sale of Registrable Securities so furnished in writing by such holders of Registrable Securities specifically for inclusion therein. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving which gave rise to such indemnification obligation. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information with respect to such persons or entities so furnished in writing by such persons or entities or their representatives specifically for inclusion in any Prospectus or Registration Statement.

Indemnification by Holders of Registrable Securities. In connection with any registration Registration Statement in which the holders of Registrable Securities a Holder is participating, the holders of Registrable Securities each such Holder will furnish to the Company in writing such information with respect to the holders name and address of Registrable Securities such Holder and such other information as the Company may be reasonably requests required for use in connection with any such Registration Statement or Prospectus and agrees to indemnifyindemnity, to the full extent permitted by law, the Company, the its directors and officers of the Company signing the Registration Statement and each person Person who controls the Company (within the meaning of the Act and the Exchange Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements in the Registration Statement or Prospectus or preliminary Prospectus (in any amendment thereof or supplement thereto or necessary to make the case of the Prospectus or any preliminary Prospectus, in light of the circumstances under which they were made) statements therein not misleading, to the extent, but only to the extent, that such untrue or alleged untrue statement or omission is contained in relates to any information with respect to such holder of Registrable Securities Holder so furnished in writing by such holders of Registrable Securities Holder specifically for inclusion thereinin any Prospectus or Registration Statement; PROVIDED, HOWEVER, that such Holder shall not be liable in any such case to the extent that prior to the filing of any such Registration Statement or Prospectus or amendment thereof or supplement thereto, such Holder has furnished in writing to the Company information expressly for use in such Registration Statement or Prospectus or any amendment thereof or supplement thereto which corrected or made not misleading information previously furnished to the Company. In no event shall the liability of any selling holder of Registrable Securities Selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such holder Selling Holder upon the sale of the Registrable Securities Securities, sold under such Registration Statement or Prospectus as contemplated herein, giving rise to such indemnification obligation. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information with respect to such persons or entities so furnished in writing by such persons or entities or their representatives specifically for inclusion in any Prospectus or Registration Statement.

Indemnification by Holders of Registrable Securities. In connection with Each Holder shall, by acceptance thereof, indemnify and hold harmless each other Holder, its officers, directors or partners, PhaseCom Del, its directors and officers, each underwriter and each other Holder, if any, who controls PhaseCom Del or such underwriter, against any liability, joint or several, as incurred, to which any such other holder, PhaseCom Del, underwriter or any such director or officer of any such Holder may become subject under the Securities Act or any other statute or at common law, in so far as such liability (or actions in respect thereof) arises out of or is based upon (A) the disposition by such Holder in violation of the provisions of this Section; (B) any statement of any material fact contained in any registration in statement under which securities were registered under the holders Securities Act at the request of Registrable Securities is participatingsuch Holder, the holders of Registrable Securities will furnish to the Company in writing such information with respect to the holders of Registrable Securities as the Company reasonably requests for use in connection with any Registration Statement preliminary prospectus or Prospectus and agrees to indemnifyfinal prospectus contained therein, to the full extent permitted by law, the Company, the directors and officers of the Company signing the Registration Statement and each person who controls the Company (within the meaning of the Act and the Exchange Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue statement of a material fact or any amendment or supplement thereto; or (C) any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the above in this Section 2.f.ii, the Registration Statement or Prospectus or preliminary Prospectus (indemnification set forth in this Section 2.f.ii shall be given in the case of the Prospectus or any preliminary Prospectus, in light of the circumstances under which they were madeclauses (B) not misleading, and (C) to the extent, but only to the extent, that such statement or alleged omission was made in such registration statement, preliminary or final prospectus, amendment or supplement thereto in reliance upon and in conformity with written information furnished to PhaseCom Del by such Holder and expressly stated for use therein. Such Holder shall reimburse PhaseCom Del, such underwriter or such director, officer, other Holder or for any legal fees incurred in investigating or defending any such liability, as incurred; PROVIDED, HOWEVER, that no Holder shall be required to indemnify any Holder against any liability arising from any untrue or misleading statement or omission is contained in any information with respect to preliminary prospectus if such holder deficiency is corrected in the final prospectus or for any liability which arises out of Registrable Securities so furnished in writing by such holders of Registrable Securities specifically for inclusion therein. In no event shall the liability failure of any selling holder Holder to deliver a prospectus as required by the Securities Act; and provided further, that the obligations of Registrable Securities such Holder for the indemnity hereunder be greater in amount than shall not extend to any settlement of claims related thereto without the dollar amount express written consent of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information with respect to such persons or entities so furnished in writing by such persons or entities or their representatives specifically for inclusion in any Prospectus or Registration StatementHolder.