Common use of Indemnification by Holders Clause in Contracts

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, 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, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, 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, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder Shareholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by Holders. Each selling Holder shallwill, severally and not jointlyin 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 the Company, each of its directorsdirectors and officers and each Underwriter (if any), officersand each other selling Holder and each other person, agents and employeesif any, each Person who controls the Company (another selling Holder or such Underwriter within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directorsagainst any losses, officersclaims, agents judgments, damages or employees of liabilities, whether joint or several, insofar as such controlling Personslosses, to the fullest extent permitted by applicable lawclaims, from and against all Lossesjudgments, as incurred, to the extent arising damages or liabilities (or actions in respect thereof) arise out of or are based solely upon: upon any untrue statement or alleged 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, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectusto the Registration Statement, or arising arise out of or relating to are based upon any omission or the alleged omission of to state a material fact required to be stated therein or necessary to make the statements statement therein (in not misleading, if the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to 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 so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such selling Holder expressly for use in a Registration Statement (it being understood that therein, and shall reimburse the Holder has approved Annex A hereto for this purpose)Company, such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a its directors and officers, and each other selling Holder be greater in amount than the dollar amount or controlling person for any legal or other expenses reasonably incurred by any of the proceeds (net of all expenses paid by such Holder them in connection with investigation or defending any claim relating such loss, claim, damage, liability or action. Each selling Holder’s indemnification obligations hereunder shall be several and not joint and shall be limited to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) net proceeds actually received by such selling Holder. Each selling Holder upon the sale shall indemnify any Underwriter of the Registrable Securities included Securities, their officers, affiliates, directors, partners, members and agents and each person who controls such Underwriter to the same extent as provided in the Registration Statement giving rise foregoing with respect to such indemnification obligationof the Company.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, 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, to the fullest extent permitted by applicable law, from and against all Losses, Losses (as incurred, determined by a court of competent jurisdiction in a final judgment not subject to the extent appeal or review) arising solely out of or based solely upon: upon any untrue or alleged untrue statement of a material fact contained in any the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising solely out of or relating to based solely upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly specifically for inclusion in such the Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, extent that such information relates to such Holder or such Holder’s information provided in the Selling Stockholder Questionnaire or the 's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a the Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose)Statement, such Prospectus or such form of Prospectus, or in any amendment or supplement thereto. In no event shall the liability of a any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, 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, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A and Annex B hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by Holders. Each To the extent permitted by applicable law, each Holder shallwill, if Registrable Securities held by such Holder are included in the securities as to which such registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointly, indemnify and hold harmless the Company, each of its directors, officers, partners, members, managers, shareholders, accountants, attorneys, agents and employees, each underwriter, if any, of the Company’s securities covered by such a registration, each Person who controls the Company (or such underwriter within the meaning of Section 15 of the Securities Act, and each other Holder and each of such other Holder’s officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees and each Person controlling such Holder or any of the foregoing within the meaning of Section 15 of the Securities Act and Section 20 of (collectively, the Exchange Act“Holder Indemnified Parties”), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Lossesexpenses, as incurredclaims, to the extent losses, damages, costs (including costs of preparation and reasonable attorney’s fees and any legal or other fees or expenses actually incurred by such party in connection with any investigation or proceeding), judgments, fines, penalties, charges, amounts paid in settlement and other and liabilities (or actions in respect thereof) arising out of or based solely upon: on any untrue statement (or alleged untrue statement statement) of a material fact contained in any Registration Statementregistration statement, any Prospectusprospectus, preliminary prospectus, offering circular or other document, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating incident to any such registration, qualification or compliance or based on any omission (or alleged omission of omission) to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement theretotherein, in light of the circumstances under in which they were made) , not misleading (i) misleading, or any violation by such Holder of, or any rule or regulation promulgated under, the Securities Act, Exchange Act or state securities law applicable to such Holder, and will reimburse each of the Holder Indemnified Parties for any reasonable legal or any other expenses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is contained made in any such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information so furnished in writing to the Company by such Holder and stated to the Company expressly be specifically for inclusion in such Registration Statement or such Prospectus or (ii) to the extentuse therein, but only to the extentprovided, however, that in no event shall any indemnity under this Section 4.2 payable by a Holder exceed the amount by which the net proceeds actually received by such information relates to such Holder’s information provided in Holder from the Selling Stockholder Questionnaire or the proposed method of distribution sale of Registrable Securities and was reviewed and expressly approved included in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and registration exceeds the amount of any damages other losses, expenses, settlements, damages, claims and liabilities that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission) received by omission or alleged omission or violation. The indemnity agreement contained in this Section 4.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the applicable Holder upon (which consent shall not be unreasonably withheld or delayed), nor shall the Holder be liable for any such loss, claim, damage, liability or action where such untrue statement or alleged untrue statement or omission or alleged omission was corrected in a final or amended prospectus, and the Company or the underwriters failed to deliver a copy of the final or amended prospectus at or prior to the confirmation of the sale of the Registrable Securities included to the Person asserting any such loss, claim, damage or liability in any case in which such delivery is required by the Registration Statement giving rise to such indemnification obligation.Securities Act

Indemnification by Holders. Each In connection with any offering in which a Holder shallis participating pursuant to Section 3, severally and not jointly4 or 5, such Holder shall indemnify and hold harmless the Company, its each other Holder, their respective directors, officers, agents other Affiliates and employees, each Person who controls the Company Company, and such other Holders (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, to the fullest extent permitted by applicable law, ) from and against any and all Losses, as incurred, to the extent Liabilities arising out of or based solely upon: upon (i) any untrue statement or alleged untrue statement of a material fact contained in any the Disclosure Package, the Registration Statement, any the Prospectus, any Holder Free Writing Prospectus or in any amendment or supplement thereto, and (ii) the omission or alleged omission to state in the Disclosure Package, the Registration Statement, the Prospectus, any Holder Free Writing Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement theretonot misleading, in light of the circumstances under which they were made) not misleading (i) each case, to the extent, but only to the extent, that extent such untrue statement Liabilities arise out of or omission is contained in any are based upon written information so furnished in writing by such Holder to the Company or on such Holder’s behalf expressly for inclusion in such the Disclosure Package, the Registration Statement or such Statement, the Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event thereto relating to the Registrable Securities (including the information provided pursuant to Section 7(b)(i)); provided, however, that the obligation to indemnify shall be individual, not joint and several, for each Holder and the liability of a selling Holder total amount to be greater in amount than the dollar amount of the proceeds (net of all expenses paid indemnified by such Holder in connection with any claim relating pursuant to this Section 5 8(b) shall be limited to the net proceeds (after deducting the underwriters’ discounts and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omissioncommissions) received by such Holder upon the sale of the Registrable Securities included in the offering to which the Registration Statement giving rise to such indemnification obligationStatement, Prospectus, Disclosure Package or Holder Free Writing Prospectus relates.

Indemnification by Holders. Each Holder shallIn connection with any Registration Statement in which a holder of Registrable Securities is participating, such holder, or an authorized officer of such holder, shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any Registration Statement or prospectus and agrees, severally and not jointly, indemnify and hold harmless to indemnify, to the full extent permitted by law, the Company, its directors, 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, to the fullest extent permitted by applicable lawpersons, from and against all Losses, as incurred, to the extent Losses arising out of or based solely upon: upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectusprospectus, or in any amendment or supplement thereto or in any preliminary form of prospectus, or arising out of or relating to based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement theretonot misleading, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue or alleged untrue statement is contained in, or such omission or alleged omission is required to be contained in in, any information so furnished in writing by such Holder holder to the Company expressly for inclusion use in such Registration Statement or prospectus and that such Prospectus statement or (ii) to omission was relied upon by the extentCompany in preparation of such Registration Statement, but only to the extentprospectus or form of prospectus; provided, however, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution holder of Registrable Securities and was reviewed and expressly approved shall not be liable in any such case to the extent that the holder has furnished in writing by to the Company within a reasonable period of time prior to the filing of any such Holder Registration Statement or prospectus or amendment or supplement thereto information expressly for use in a such Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in prospectus or any amendment or supplement theretothereto which corrected or made not misleading, information previously furnished to the Company, and the Company failed to include such information therein. In no event shall the liability of a any selling Holder holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds (net of payment of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omissionexpenses) received by such Holder holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified party.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, 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, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose)Statement, such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employeesemployees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title), 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 (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by Holders. Each Holder shallHolder, if Registrable Securities held by it are included in the securities as to which a registration is being effected, agrees to, severally and not jointly, indemnify and hold harmless the Company, its directors, 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 Personsharmless, to the fullest extent permitted by applicable law, from the Company, its directors and officers, each other Person who participates as an Underwriter in the offering or sale of such securities and its Agents and each Person who controls the Company or any such Underwriter (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) and its Agents against any and all LossesClaims, insofar as incurred, to the extent arising such Claims arise out of or are based solely upon: upon any untrue or alleged untrue statement of a material fact contained in any Registration StatementStatement or Prospectus (including any preliminary, any Prospectus, final or in summary prospectus and any amendment or supplement thereto or in any preliminary prospectusthereto) related to such registration, or arising out of or relating to any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement theretonot misleading, in light of the circumstances under which they were made) not misleading (i) 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 so furnished to the Company in writing an instrument duly executed by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, specifically stating that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and it was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood therein; provided, however, that the aggregate amount which any such Holder has approved Annex A hereto for shall be required to pay pursuant to this purpose), such Prospectus or Section 5.2 shall in any amendment or supplement thereto. In no event shall the liability of a selling Holder be greater in amount than the dollar amount of the net proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in pursuant to the Registration Statement giving rise to such indemnification obligationClaims less all amounts previously paid by such Holder with respect to any such Claims. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified party and shall survive the transfer of such securities by such Holder or Underwriter.

Indemnification by Holders. Each Holder shallwill, severally and not jointlyin the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such Holder, indemnify and hold harmless the Company, each of its directorsdirectors and officers and each Underwriter (if any), officersand each other Holder participating in the offering and each other person, agents and employeesif any, each Person who controls the Company (another participating Holder or such Underwriter within the meaning of Section 15 of the Securities Act Act, against any expenses, losses, judgments, claims, damages or liabilities, or any action or proceeding in respect thereof (including reasonable costs of investigation and Section 20 of the Exchange Actreasonable attorneys’ fees and expenses), and the directorswhether joint or several, officersinsofar as such expenses, agents losses, judgments, claims, damages or employees of such controlling Personsliabilities, to the fullest extent permitted by applicable lawor any action or proceeding in respect thereof, from and against all Losses, as incurred, to the extent arising arise out of or are based solely upon: upon any untrue statement (or alleged allegedly untrue statement statement) of a material fact contained in any the Registration StatementStatement under which the sale of such Registrable Securities was registered under the Securities Act, any Prospectuspreliminary prospectus, any prospectus filed under Rule 424 under the Securities Act, any Free Writing Prospectus or any other information that is deemed under Rule 159 promulgated under the Securities Act to have been conveyed to purchasers of securities at the time of sale of such securities (including, without limitation, a contract of sale), or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising arise out of or relating to are based upon any omission (or alleged omission of omission) to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of not misleading under the circumstances under which they such statements were made) not misleading (i) 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 so furnished in writing to the Company by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided participating in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder offering expressly for use therein, and shall reimburse the Company, its directors and officers, and each other Holder participating in a Registration Statement (it being understood that the Holder has approved Annex A hereto offering or controlling person for this purpose)any legal or other expenses reasonably incurred by any of them in connection with investigating or defending any such expense, such Prospectus loss, judgment, claim, damage, liability or in any amendment or supplement theretoaction. In no event Each Holder’s indemnification obligations hereunder shall be several and not joint and shall be limited to the liability of a selling Holder be greater in amount than the dollar amount of the any net proceeds (net of all expenses paid actually received by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligationoffering.

Indemnification by Holders. Each In connection with any offering in which a Holder shallis participating, such Holder agrees to indemnify, severally and not jointlyjointly with the other Holders and to the same extent as the foregoing indemnity from the Company to the Holders, indemnify and hold harmless (i) the Company, its partners, directors, officers, agents agents, trustees and employees, (ii) 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 partners, directors, officers, agents agents, trustees or employees of such controlling Persons, to (iii) any other Holder, the fullest extent permitted by applicable lawpartners, officers, directors, agents, trustees and employees of each of them, (iv) each Person who controls any such other Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the partners, officers, directors, agents, trustees and employees of each such controlling Person, from and against all Losses, as incurred, to the extent Losses arising out of or based solely upon: upon (x) any untrue or alleged allegedly untrue statement of a material fact contained in the any Disclosure Package, any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to (y) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of not misleading under the circumstances under in which they were made) not misleading (i) , to the extent, but only to the extent, that such untrue or allegedly untrue statement or omission or alleged omission is contained in any based upon and is consistent with information relating to such Holder so furnished in writing to the Company by or on behalf of such Holder to the Company expressly for inclusion use in such Disclosure Package, Registration Statement Statement, Prospectus, or such Prospectus amendment or (ii) to supplement thereto. No Holder shall be held liable for any damages in excess of the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method total amount of distribution of Registrable Securities and was reviewed and expressly approved in writing proceeds received by such Holder expressly for use in a from the sale of the Registrable Securities sold by such Holder (net of all underwriters’ discounts and commissions) under the Disclosure Package, Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose)Statement, such Prospectus Prospectus, or in any amendment or supplement thereto. In no event shall the liability of a selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by thereto as to which such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligationoffering relates.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, 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, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extentProspectus, but only to the extent, that such information relates to such Holder’s including information provided in the Selling Stockholder Questionnaire or regarding the proposed method of distribution of Registrable Securities and that was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its the directors, 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, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising solely out of or based solely upon: upon any untrue or alleged untrue statement of a material fact contained in any the Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary form of prospectus, or arising solely out of or relating to based solely upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading (i) misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder to the Company expressly specifically for inclusion in such the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or (ii) such form of prospectus or to the extent, but only to the extent, extent that such information relates to such Holder or such Holder’s information provided in the Selling Stockholder Questionnaire or the 's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a the Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose)Statement, such Prospectus or in any amendment or supplement theretosuch form of Prospectus Supplement. In no event Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the liability of a selling Holder be greater in amount than the dollar amount of the net proceeds (net of all expenses paid by to such Holder in connection with any claim relating to this Section 5 and the amount as a result of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise pursuant to such indemnification obligationRegistration Statement.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, 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, to the fullest extent permitted by applicable law, from and against all Losses, Losses (as incurred, determined by a court of competent jurisdiction in a final judgment not subject to the extent appeal or review) arising solely out of or based solely upon: upon any untrue or alleged untrue statement of a material fact or alleged untrue statement of material fact contained in any the Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary form of prospectus, or arising solely out of or relating to based solely upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly specifically for inclusion in such the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or (ii) such form of prospectus or to the extent, but only to the extent, extent that such information relates to such Holder or such Holder’s information provided in the Selling Stockholder Questionnaire or the 's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a the Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose)Statement, such Prospectus or in any amendment or supplement theretosuch form of Prospectus. In no event shall the liability of a any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by Holders. Each In connection with any Registration Statement in which a Holder shallis participating, such Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any Registration Statement, Prospectus or preliminary prospectus and shall severally and not jointlyjointly indemnify, indemnify and hold harmless to the fullest extent permitted by law, the Company, its directors, directors and 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, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent Losses arising out of or based solely upon: upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any ProspectusProspectus or preliminary prospectus, or in any amendment or supplement thereto or “free writing prospectus,” as such term is defined in Rule 405 under the Securities Act, utilized in connection with any preliminary prospectusrelated offering, or arising out of or relating to based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement theretonot misleading, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly for inclusion use in such Registration Statement or such Statement, Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus preliminary prospectus or in any amendment “free writing prospectus” and was relied upon by the Company in the preparation of such Registration Statement, Prospectus or supplement theretopreliminary prospectus. In no event shall the liability of a any selling Holder hereunder be greater in amount than the dollar amount of the proceeds (net of payment of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omissionexpenses) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, 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, to the fullest extent permitted by applicable law, from and against all Losses, Losses (as incurred, determined by a court of competent jurisdiction in a final judgment not subject to the extent appeal or review) arising solely out of or based solely upon: upon any untrue or alleged untrue statement of a material fact contained in any the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising solely out of or relating to based solely upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly specifically for inclusion in such the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or (ii) such form of prospectus or to the extent, but only to the extent, extent that such information relates to such Holder or such Holder’s information provided in the Selling Stockholder Questionnaire or the 's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a the Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose)Statement, such Prospectus or such form of Prospectus, or in any amendment or supplement thereto. In no event shall the liability of a any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by Holders. Each Holder shall, notwithstanding any termination of this Agreement, severally and not jointly, indemnify and hold harmless the Company, its directors, 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, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of Prospectus, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising solely out of or relating to based solely upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus, or any form of Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extentextent that, that such untrue statement statements or omission is contained in any omissions are based upon information so regarding such Holder furnished in writing to the Company by such Holder expressly for use therein, or to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, extent that such information relates to such Holder or such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a the Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or such form of Prospectus or in any amendment or supplement thereto; provided, however, that the indemnity agreement contained in this Section 5(b) shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the prior written consent of the Holder, which consent shall not be unreasonably withheld. In no event shall the liability of a any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents agents, stockholders, Affiliates 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, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or are based solely upon: upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus Prospectus, or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statements or omissions are based upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein and such untrue statement or alleged untrue statement or omission is contained or alleged omission had not been corrected in such Prospectus or in any information so furnished in writing by such Holder amendment or supplement thereto prior to, or concurrently with, the sale of Registrable Securities to the Company expressly for inclusion in such Registration Statement or such Prospectus person asserting the applicable indemnification claim, or (ii) to the extent, but only to the extent, extent that such information relates to such Holder or such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement theretothereto or (iii) in the case of an occurrence of an event of the type specified in Section 3(c)(iii)-(vi), to the extent, but only to the extent, related to the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(d). In no event shall the liability of a any selling Holder hereunder (together with any liability under Section 5(d)) be greater in amount than the dollar amount of the net proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by Holders. Each Holder shallHolder, if Registrable Securities held by it are included in the securities as to which a registration is being effected, agrees to, severally and not jointly, indemnify and hold harmless the Company, its directors, 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 Personsharmless, to the fullest extent permitted by applicable law, from the MLP, the General Partner, the Board and their respective officers, each other Person who participates as an underwriter in the offering or sale of such securities and its Agents and each Person who controls the MLP or any such underwriter (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) and its Agents against any and all LossesClaims, insofar as incurred, to the extent arising such Claims arise out of or are based solely upon: upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration StatementStatement or Prospectus (including any preliminary, final or summary prospectus), any Prospectus, or in Issuer Free Writing Prospectus and any amendment or supplement thereto or in any preliminary prospectusto the foregoing related to such registration, or arising out of or relating to any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement theretonot misleading, in light of the circumstances under which they were made) not misleading (i) 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 so furnished to the MLP in writing an instrument duly executed by such Holder to the Company specifically stating that it was expressly for inclusion in such Registration Statement or such Prospectus or use therein and (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing any Free Writing Prospectus used by such Holder expressly for use in a Registration Statement (it being understood without the prior written consent of the Holder; provided, however, that the aggregate amount which any such Holder has approved Annex A hereto for shall be required to pay pursuant to this purpose), such Prospectus or Section 6.2 shall in any amendment or supplement thereto. In no event shall the liability of a selling Holder be greater in amount than the dollar amount of the net proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in pursuant to the Registration Statement giving rise to such indemnification obligationClaims less all amounts previously paid by such Holder with respect to any such Claims. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified party and shall survive the transfer of such securities by such Holder or underwriter.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, 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, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Axxxx A and Annex A B hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its the directors, 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, to the fullest extent permitted by applicable law, from and against all Losses, Losses (as incurred, determined by a court of competent jurisdiction in a final judgment not subject to the extent appeal or review) arising solely out of or based solely upon: upon any untrue or alleged untrue statement of a material fact contained in any the Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary form of prospectus, or arising solely out of or relating to based solely upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly specifically for inclusion in such the Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, extent that such information relates to such Holder or such Holder’s information provided in the Selling Stockholder Questionnaire or the 's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a the Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose)Statement, such Prospectus or in any amendment or supplement theretosuch form of Prospectus. In no event shall the liability of a any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by Holders. Each To the extent permitted by applicable law, each Holder shallwill, if Registrable Securities held by such Holder are included in the securities as to which such registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointly, indemnify and hold harmless the Company, each of its directors, officers, agents partners and employeesmembers, each underwriter, if any, of the Company’s securities covered by such a registration, each Person who controls the Company (or such underwriter within the meaning of Section 15 of the Securities Act, and each other Holder and each of such Holder’s officers, directors, partners and members and each Person controlling such Holder within the meaning of Section 15 of the Securities Act and Section 20 of (collectively, the Exchange Act“Holder Indemnified Parties”), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Lossesexpenses, as incurredclaims, to the extent losses, damages and liabilities (or actions in respect thereof) arising out of or based solely upon: on any untrue statement (or alleged untrue statement statement) of a material fact contained in any Registration Statementregistration statement, any Prospectusprospectus, preliminary prospectus, offering circular or other document, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating incident to any such registration, qualification or compliance or based on any omission (or alleged omission of omission) to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement theretotherein, in light of the circumstances under in which they were made) , not misleading (i) misleading, or any violation by such Holder of any rule or regulation promulgated under the Securities Act, Exchange Act or state securities law applicable to such Holder, and will reimburse each of the Holder Indemnified Parties for any reasonable legal or any other expenses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is contained made in any such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information so furnished in writing to the Company by such Holder and stated to the Company expressly be specifically for inclusion in such Registration Statement or such Prospectus or (ii) to the extentuse therein, but only to the extentprovided, however, that in no event shall any indemnity under this Section 4.2 payable by a Holder exceed the amount by which the net proceeds actually received by such information relates to such Holder’s information provided in Holder from the Selling Stockholder Questionnaire or the proposed method of distribution sale of Registrable Securities and was reviewed and expressly approved included in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and registration exceeds the amount of any damages other losses, expenses, settlements, damages, claims and liabilities that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission) received by omission or alleged omission or violation. The indemnity agreement contained in this Section 4.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the applicable Holder upon (which consent shall not be unreasonably withheld or delayed), nor shall the Holder be liable for any such loss, claim, damage, liability or action where such untrue statement or alleged untrue statement or omission or alleged omission was corrected in a final or amended prospectus, and the Company or the underwriters failed to deliver a copy of the final or amended prospectus at or prior to the confirmation of the sale of the Registrable Securities included to the Person asserting any such loss, claim, damage or liability in any case in which such delivery is required by the Registration Statement giving rise to such indemnification obligation.Securities Act

Indemnification by Holders. Each Holder shallagrees, if shares held by such Holder are included in the securities as to which such registration is being effected, severally and not jointly, jointly to indemnify and hold harmless the Company, its directorsthe directors of the Company, officersthe officers of the Company who sign the Registration Statement, agents and employeeseach person, each 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), ) each underwriter and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable laweach other Holder, from and against all Losses, as incurred, to the extent arising out of or based solely upon: Losses caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration StatementStatement or any amendment thereof, any Prospectuspreliminary prospectus or the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or the Disclosure Package, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to caused by any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement theretonot misleading, in light of the circumstances under which they were made) not misleading but only (i) with reference to the extent, but only information relating to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder furnished to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in such Registration Statement, any preliminary prospectus, the Prospectus, the Disclosure Package or any amendments or supplements thereto or (ii) with respect to any Losses that may arise as a result of the disposition by such Holder of Registrable Securities to the Person asserting the claim from which such Losses arise pursuant to a Registration Statement (it being understood that Statement, the Prospectus or any amendments or supplements thereto if such Holder has approved Annex A hereto for this purpose)sent or delivered, or was required by law to send or deliver, a Prospectus in connection with such disposition, such Prospectus Holder received a Deferral Notice with respect to such prospectus in writing prior to the date of such disposition and the untrue statement or in any amendment alleged untrue statement or supplement theretoomission or alleged omission was the reason for the Deferral Notice. In no event shall the liability of a selling any Holder hereunder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omissionif any) received by such Holder upon the sale of the Registrable Securities included in pursuant to the Registration Statement giving rise to such indemnification obligation.

Indemnification by Holders. Each To the extent permitted by law, each Holder shall, (severally and not jointly) requesting or joining in a registration and each underwriter and selling broker of the securities so registered will indemnify the Company and its officers and directors and each person, indemnify and hold harmless the Companyif any, its directors, officers, agents and employees, each Person who controls the Company (any thereof 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, to the fullest extent permitted by applicable law, from and their respective successors against all Lossesclaims, as incurredlosses, to the extent damages and liabilities (or actions in respect thereof) arising out of or based solely upon: on any untrue statement (or alleged untrue statement statement) of a material fact contained in any Registration Statementprospectus, offering circular or other documents incident to any Prospectusregistration, qualification or compliance (or in any amendment related registration statement, notification or supplement thereto the like) or in any preliminary prospectus, or arising out of or relating to any omission (or alleged omission of omission) to state therein a material fact required to be so stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading and will reimburse the Company and each other person indemnified pursuant to this paragraph (ib) to the extentfor any legal and any other fees and expenses reasonably incurred in connection with investigating or defending any such claim, but loss, damage, liability or action, provided, however, that this paragraph (b) shall apply only if (and only to the extent, that extent that) such untrue statement or omission is contained was made in any reliance upon and in strict conformity with written information so (including, without limitation, written negative responses to inquiries) furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to by an instrument duly executed by such Holder’s information provided in the Selling Stockholder Questionnaire , underwriter or the proposed method of distribution of Registrable Securities selling broker and was reviewed and expressly approved in writing by such Holder expressly stated to be specifically for use in a Registration Statement such prospectus, offering circular or other document (it being understood that or related registration statement, notification or the Holder has approved Annex A hereto for this purpose), such Prospectus like) or in any amendment or supplement thereto. In no event ; provided, that the indemnity agreement contained in this Section 8.9(b) shall not apply to amounts paid in settlement or any such claim, loss, damage, liability or action if such settlement is effected without the liability of a selling Holder be greater in amount than the dollar amount consent of the proceeds (net Holder or underwriter, as the case may be, which consent shall not be unreasonably withheld and provided, further, that the obligation of all expenses paid by any such Holder in connection with any claim relating shall be limited to this Section 5 and an amount equal to the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) net proceeds received by such Holder upon from the sale of the Registrable Registered Securities included in the Registration Statement giving rise to such indemnification obligationoffering contemplated herein, unless such claim, loss, damage, liability or action resulted from such Holder's fraudulent misconduct.

Indemnification by Holders. Each Holder shallof Registrable Securities participating in any registration hereunder shall severally, severally and not jointly, indemnify and hold harmless the Company, its directors, 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 Personsharmless, to the fullest extent permitted by applicable law, from PRGX, its directors, officers, employees, affiliates and agents, and each Person who controls or is alleged to control PRGX (within the meaning of the Securities Act) (collectively, "PRGX Indemnified Parties") against all Losseslosses, claims, damages, liabilities and expenses, joint or several (including reasonable fees of counsel and any amounts paid in settlement effected with such Holder's consent, which consent shall not be unreasonably delayed or withheld) to which any PRGX Indemnified Parties may become subject under the Securities Act, the Exchange Act, any other federal law, any state or common law or otherwise, insofar as incurredsuch losses, to the extent arising out of claims, damages, liabilities or based solely upon: expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) are caused by (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, registration statement in which such Holder's Registrable Securities were included or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any the omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein (therein, in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made, not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary, final or summary prospectus, together with the documents incorporated by reference therein (as amended or supplemented if PRGX shall have filed with the Commission any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (in the cases described in clauses (i) to the extentand (ii) of this Section 8.2, but such indemnification by such Holder of Registrable Securities shall apply only to the extent, extent that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement the preparation of the documents described in such clauses (it being understood that the Holder has approved Annex A hereto for this purposei) and (ii)), (iii) any violation by such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling Holder be greater in amount than the dollar amount of the proceeds (net Securities Act, the Exchange Act, any other federal law, any state or common law, or any rule or regulation promulgated thereunder applicable to such Holder and relating to action of all expenses paid or inaction by such Holder in connection with any claim such registration other than in connection with any such violation relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such an untrue statement or omissionomission of a material fact relating to information provided by PRGX contained in a preliminary prospectus or prospectus hereunder and (iv) received with respect to any preliminary prospectus delivered in a non-underwritten offering, the fact that such Holder sold Registrable Securities to a person to whom there was not sent or given, at or before the written confirmation of such sale, a copy of the prospectus (excluding the documents incorporated by reference) or of the prospectus as then amended or supplemented (excluding documents incorporated by reference) if PRGX has previously furnished copies thereof to such Holder in compliance with this Agreement and the loss, claim, damage, liability or expense of such PRGX Indemnified Party results from an untrue statement or omission of a material fact relating to information provided by such Holder upon the sale of the Registrable Securities included contained in such preliminary prospectus which was corrected in the Registration Statement giving rise prospectus (or the prospectus as amended or supplemented) and such corrected document provides a defense to the claim upon which such indemnification obligationloss claim, damage, liability or expense was based. Such indemnity obligation shall remain in full force and effect regardless of any investigation made by or on behalf of PRGX Indemnified Parties (except as provided above) and shall survive the transfer of such securities by such Holder.

Indemnification by Holders. Each To the extent permitted by law, each Holder shallwill, severally and not jointlyif Registrable Securities held by such Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify and hold harmless the Company, each of its directors, officers, agents and shareholders, employees, representatives, attorneys and partners, each Controlling Person who controls of the Company or such underwriter, and each other Holder, each of such other Holder’s officers, directors, shareholders, employees, representatives and partners and each Controlling Person of such other Holder, against all claims, losses, damages and liabilities (within the meaning of Section 15 or actions in respect thereof), including any of the Securities Act and Section 20 foregoing incurred in any investigation or inquiry or in any settlement of the Exchange Act)any litigation, and the directorscommenced or threatened, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: on any untrue statement (or alleged untrue statement statement) of a material fact contained in any Registration Statementsuch registration statement, any Prospectusprospectus, offering circular or other document, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission (or alleged omission of omission) to state therein a material fact required to be stated therein or necessary to make the statements therein (not misleading, or any violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law applicable to the Company in connection with any such registration, qualification or compliance, and each Holder will reimburse the case of Company, such other Holders, such directors, officers, shareholders, employees, representatives, attorneys, partners, such underwriters and such Controlling Person for any Prospectus legal or supplement theretoany other expenses actually incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in light of the circumstances under which they were made) not misleading (i) each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement), omission (or alleged omission) is contained made in any such registration statement, prospectus, offering circular or other document or such violation (or alleged violation) is committed, in reliance upon and in conformity with written information so furnished in writing to the Company by an instrument duly executed by such Holder and stated to be specifically for use in any such registration statement, prospectus, offering circular or other document; provided, however, that the Company expressly for inclusion indemnity agreement contained in this Section 8.2 shall not (i) apply to amounts paid in settlement of any such Registration Statement loss, claim, damage, liability, or action if such Prospectus settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld); or (ii) inure to the extentbenefit of any underwriter from whom the person asserting any such loss, but only claim damage or liability purchased the Registrable Securities which are the subject thereof (or to the extent, that benefit of any person controlling such information relates underwriter) with respect to a preliminary prospectus or final prospectus if such Holder’s information provided in underwriter (if required by the Selling Stockholder Questionnaire Act) failed to send or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in give a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling Holder be greater in amount than the dollar amount copy of the proceeds (net of all expenses paid most recent prospectus, if the most recent prospectus furnished by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such Company shall correct the untrue statement or omission) received by alleged untrue statement or omission or alleged omission which is the basis of the loss, claim, damage, liability, or action for which indemnification is sought, to such Holder upon person at or prior to the written confirmation of the sale of the such Registrable Securities included in the Registration Statement giving rise to such indemnification obligationperson. This indemnity will be in addition to any liability which each Holder may otherwise have.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, 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 and employees of such controlling Personsthe Company, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising solely out of or based solely upon: upon any untrue or alleged untrue statement of a material fact contained in any the Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, form of prospectus or arising solely out of or relating to based solely upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly specifically for inclusion in the Registration Statement, any Prospectus or any form of prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement or Statement, such Prospectus or (ii) such form of prospectus or to the extent, but only to the extent, extent that such information relates to such Holder or such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a the Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose)Statement, such Prospectus or such form of prospectus; provided, however, that the indemnity agreement contained in this Section 5(b) shall not apply to amounts paid in settlement of any amendment Losses if such settlement is effected without the prior written consent of such Holder, which consent shall not be unreasonably withheld; provided, further, that such Holder agrees its consent to any such settlement will not be unreasonably withheld if such Holder will not be liable for any payments or supplement theretoincur any out-of-pocket expenses with respect to such settlement. In no event shall the liability of a any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by Holders. Each To the extent permitted by applicable law, each Holder shallwill, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointlyjointly with any other Holders, indemnify and hold harmless the Company, each of its directorsrepresentatives and Affiliates and each underwriter thereof, officers, agents and employees, each Person who controls the Company (or such underwriter within the meaning of Section 15 of the Securities Act and Section 20 of (collectively, the Exchange Act“Holder Indemnified Parties”), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, Losses (or actions in respect thereof) to the extent arising out of or based solely upon: on any untrue statement (or alleged untrue statement statement) of a material fact contained in any Registration Statementregistration statement, any Prospectusprospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” or other document, in each case related to such registration statement, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising out of or relating to based on any omission (or alleged omission of omission) to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement theretotherein, in light of the circumstances under in which they were made) , not misleading (i) misleading, or and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2, settling any such Losses or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is contained made in any such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information so regarding such Holder furnished in writing to the Company by such Holder or its authorized representatives and stated to the Company expressly be specifically for inclusion in such Registration Statement or such Prospectus or (ii) to the extentuse therein; provided, but only to the extenthowever, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling Holder be greater in amount than the dollar amount any indemnity under this Section 3.2 payable by any of the Purchasers and any Holder exceed an amount equal to the net proceeds (net of all expenses paid after deducting Selling Expenses) actually received by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale respect of the Registrable Securities included sold pursuant to the registration statement. The indemnity agreement contained in this Section 3.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the Registration Statement giving rise to such indemnification obligationprior written consent of the applicable Holder (which consent shall not be unreasonably withheld or delayed).

Indemnification by Holders. Each Holder shallHolder, if Registrable Securities held by it are included in the securities as to which a registration is being effected, agrees to, severally and not jointly, indemnify and hold harmless the Company, its directors, 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 Personsharmless, to the fullest extent permitted by applicable law, from the Company, its directors and officers, each other Person who participates as an Underwriter in the offering or sale of such securities and its Agents and each Person who controls the Company or any such Underwriter (within the meaning of the Securities Act) and its Agents against any and all LossesClaims, insofar as incurred, to the extent arising such Claims arise out of or are based solely upon: upon any untrue or alleged untrue statement of a material fact contained in any Registration StatementStatement or Prospectus (including any preliminary, any Prospectus, final or in summary prospectus and any amendment or supplement thereto or in any preliminary prospectusthereto) related to such registration, or arising out of or relating to any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement theretonot misleading, in light of the circumstances under which they were made) not misleading (i) 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 so furnished to the Company in writing an instrument duly executed by such Holder specifically stating that it was expressly for use therein; provided, however, that the aggregate amount which any such Holder shall be required to pay pursuant to this Section 5.2 shall be limited to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to proportion that the extent, but only to net proceeds from the extent, that such information relates to such Holder’s information provided in sale of the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing sold by such Holder expressly for use in a under the Registration Statement (it being understood that bears to the Holder has approved Annex A hereto for this purpose)total net proceeds from the sale of all securities sold thereunder, such Prospectus or but in any amendment or supplement thereto. In no event shall the liability of a selling Holder be greater in amount than the dollar amount of the net proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in pursuant to the Registration Statement giving rise to such indemnification obligationClaims less all amounts previously paid by such Holder with respect to any such Claims. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified party and shall survive the transfer of such securities by such Holder or Underwriter.

Indemnification by Holders. Each To the extent permitted by applicable law, each Holder shallwill, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointlyjointly with any other Holders of Registrable Securities, indemnify and hold harmless the Company, each of its directors, officers, agents and employeesrepresentatives, each Person who controls the Company (or such underwriter within the meaning of Section 15 of the Securities Act and Section 20 of (collectively, the Exchange Act“Holder Indemnified Parties”), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, Losses (or actions in respect thereof) to the extent arising out of or based solely upon: on any untrue statement (or alleged untrue statement statement) of a material fact contained in any Registration Statementregistration statement, any Prospectusprospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” or other document, in each case related to such registration statement, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising out of or relating to based on any omission (or alleged omission of omission) to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement theretotherein, in light of the circumstances under in which they were made) , not misleading (i) misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 4.2, settling any such Losses or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is contained made in any such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information so regarding such Holder furnished in writing to the Company by such Holder or its authorized representatives and stated to be specifically for use therein; it being understood and agreed that the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to furnished by any Holder consists of the number of shares of Common Stock (or any securities convertible, exchangeable or exercisable for Common Stock within 60 days of any such filing) owned by such Holder’s information provided in , the Selling Stockholder Questionnaire or the proposed method of distribution number of Registrable Securities and was reviewed and expressly approved in writing proposed to be sold by such Holder, the name and address of such Holder expressly for use proposing to sell, and the distribution proposed by such Holder; provided, however, that in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall any indemnity under this Section 4.2 payable by the liability of a selling Purchasers and any Holder be greater in exceed an amount than equal to the dollar amount of the net proceeds (net of all expenses paid received by such Holder in connection with any claim relating to this Section 5 and the amount respect of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation. The indemnity agreement contained in this Section 4.2 shall not apply to amounts paid in settlement of any Losses or action if such settlement is effected without the prior written consent of the applicable Holder (which consent shall not be unreasonably withheld or delayed).

Indemnification by Holders. Each Holder, if Registrable Securities held by such Holder shallare included in the securities as to which such registration qualifications or compliance is being effected, will, severally and not jointly, indemnify and hold harmless harmless, to the full extent permitted by law, the Company, its directors, officers, agents directors and employees, officers and each Person who controls the Company (within the meaning of Section 15 of the Securities Act) against any losses, claims, damages, liabilities and expenses to which any such Person may be subject, under the Securities Act and Section 20 of the Exchange Act)or otherwise, and the directorsinsofar as such losses, officersclaims, agents damages or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising liabilities arise out of or are based solely upon: upon any untrue or alleged untrue statement of a material fact contained in any a Registration Statement, any Prospectus, Statement or in any amendment Prospectus or supplement thereto preliminary prospectus or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement theretonot misleading, in light of the circumstances under which they were made) not misleading (i) to the extent, but only if and to the extent, that such untrue or alleged untrue statement or omission or alleged omission is contained made therein in any reliance upon and in conformity with the information so furnished in writing by such Holder to the Company expressly specifically for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement theretotherein. In no event shall the liability of a selling Holder hereunder be greater in amount than the dollar amount of the net proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation, unless such liability arises out of or is based on willful conduct by such Holder. 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 so furnished in writing by such Persons.

Indemnification by Holders. Each Holder shallHolder, if Registrable Securities held by it are included in the securities as to which a registration is being effected, agrees to, severally and not jointly, indemnify and hold harmless the Company, its directors, 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 Personsharmless, to the fullest extent permitted by applicable law, from the Company, its directors and officers, each other Person who participates as an Underwriter in the offering or sale of such securities and its Agents and each Person who controls the Company or any such Underwriter (within the meaning of the Securities Act) and its Agents against any and all LossesClaims, insofar as incurred, to the extent arising such Claims arise out of or are based solely upon: upon any untrue or alleged untrue statement of a material fact contained in any Registration StatementStatement or Prospectus (including any preliminary, any Prospectus, final or in summary prospectus and any amendment or supplement thereto or in any preliminary prospectusthereto) related to such registration, or arising out of or relating to any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement theretonot misleading, in light of the circumstances under which they were made) not misleading (i) 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 so furnished to the Company in writing an instrument duly executed by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, specifically stating that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and it was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood therein; provided, however, that the aggregate amount which any such Holder has approved Annex A hereto for shall be required to pay pursuant to this purpose), such Prospectus or Section 5.2 shall in any amendment or supplement thereto. In no event shall the liability of a selling Holder be greater in amount than the dollar amount of the net proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in pursuant to the Registration Statement giving rise to such indemnification obligationClaims less all amounts previously paid by such Holder with respect to any such Claims. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified party and shall survive the transfer of such securities by such Holder or Underwriter.

Indemnification by Holders. Each In connection with any registration statement in which Holders of Registrable Securities are participating, each such Holder shallwill furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such registration statement or prospectus and, severally and not jointlyto the extent permitted by law, will indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act)) and their respective officers, and the directors, officerspartners, employees, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and representatives against all Losses, as incurred, to the extent any Losses arising out of or based solely upon: upon any untrue or alleged untrue statement of a material fact contained in any Registration Statementregistration statement, any Prospectusprospectus, or in any amendment or supplement thereto or in any preliminary form of prospectus, or arising out of or relating to based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement theretotherein, in light of the circumstances under which they were made) , not misleading (i) misleading, to the extent, but only to the extent, that such untrue or alleged untrue statement is contained in, or such omission or alleged omission is required to be contained in in, any information so furnished in writing by such Holder to the Company expressly for inclusion use in such Registration Statement registration statement or prospectus and that such Prospectus statement or (ii) to omission was relied upon by the extentCompany in preparation of such registration statement, but only to the extentprospectus or form of prospectus; provided, however, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution Holder of Registrable Securities and was reviewed and expressly approved shall not be liable in any such case to the extent that the Holder has furnished in writing by to the Company prior to the filing of any such Holder registration statement or prospectus or amendment or supplement thereto information expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus registration statement or in prospectus or any amendment or supplement theretothereto which corrected or made not misleading, information previously furnished to the Company, and the Company failed to include such information therein. In no event shall the liability of a any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds (net of payment of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omissionexpenses) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified party.

Indemnification by Holders. Each To the extent permitted by applicable law, each Holder shallwill, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointlyjointly with any other Holders of Registrable Securities, indemnify and hold harmless the Company, each of its directors, officers, agents and employeesrepresentatives, each Person who controls the Company (or such underwriter within the meaning of Section 15 of the Securities Act and Section 20 of (collectively, the Exchange Act“Holder Indemnified Parties”), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, Losses (or actions in respect thereof) to the extent arising out of or based solely upon: on any untrue statement (or alleged untrue statement statement) of a material fact contained in any Registration Statementregistration statement, any Prospectusprospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” or other document, in each case related to such registration statement, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising out of or relating to based on any omission (or alleged omission of omission) to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement theretotherein, in light of the circumstances under in which they were made) , not misleading (i) misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2, settling any such Losses or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is contained made in any such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information so regarding such Holder furnished in writing to the Company by such Holder or its authorized representatives and stated to the Company expressly be specifically for inclusion in such Registration Statement or such Prospectus or (ii) to the extentuse therein; provided, but only to the extenthowever, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall any indemnity under this Section 3.2 payable by the liability of a selling Investor and any Holder be greater in exceed an amount than equal to the dollar amount of the net proceeds (net of all expenses paid received by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale respect of the Registrable Securities included sold pursuant to the registration statement. The indemnity agreement contained in this Section 3.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the Registration Statement giving rise to such indemnification obligationprior written consent of the applicable Holder (which consent shall not be unreasonably withheld or delayed).

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, 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, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose)Statement, such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 7 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by Holders. Each Holder shallIn connection with any Registration Statement in which a holder of Registrable Securities is participating, such holder, or an authorized officer of such holder, shall furnish to the Issuer in writing such information as the Issuer reasonably requests for use in connection with any Registration Statement or prospectus and agrees, severally and not jointly, indemnify and hold harmless to indemnify, to the Companyfull extent permitted by law, the Issuer, its directors, officers, agents and employees, each Person who controls the Company Issuer (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, to the fullest extent permitted by applicable lawpersons, from and against all Losses, as incurred, to the extent Losses arising out of or based solely upon: upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectusprospectus, or in any amendment or supplement thereto or in any preliminary form of prospectus, or arising out of or relating to based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement theretonot misleading, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue or alleged untrue statement is contained in, or such omission or alleged omission is required to be contained in in, any information so furnished in writing by such Holder holder to the Company Issuer expressly for inclusion use in such Registration Statement or prospectus and that such Prospectus statement or (ii) to omission was relied upon by the extentIssuer in preparation of such Registration Statement, but only to the extentprospectus or form of prospectus; provided, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution holder of Registrable Securities and was reviewed and expressly approved shall not be liable in any such case to the extent that the holder has furnished in writing by to the Issuer within a reasonable period of time prior to the filing of any such Holder Registration Statement or prospectus or amendment or supplement thereto information expressly for use in a such Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in prospectus or any amendment or supplement theretothereto which corrected or made not misleading, information previously furnished to the Issuer, and the Issuer failed to include such information therein. In no event shall the liability of a any selling Holder holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds (net of payment of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omissionexpenses) received by such Holder holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified party.

Indemnification by Holders. Each In the event of the filing of any registration statement relating to the registration of any Registrable Securities, each Holder shall, (severally and not jointly, ) will indemnify and hold harmless harmless, to the fullest extent permitted by law, the Company, its directorsAffiliates, officers, directors, managers, partners, members, stockholders, employees, advisors, agents and employeesother representatives, and each Person who controls the Company (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, ) from and against all Losses, as incurred, to the extent Losses arising out of or based solely upon: upon any untrue or alleged untrue statement of a material fact contained or incorporated by reference in any Registration Statement, Prospectus or preliminary prospectus or Issuer Free Writing Prospectus or any Prospectus, or other document used in any amendment or supplement thereto or in any preliminary prospectusconnection with the offering of the Registrable Securities contemplated hereunder, or arising out of or relating to based upon any omission or alleged omission of a material fact required to be stated therein or necessary in order to make the statements therein (therein, in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) , not misleading (i) 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 information so furnished in writing by or on behalf of such Holder or any of its Affiliates to the Company expressly for inclusion use in such Registration Statement or such Statement, Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire preliminary prospectus or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement theretoIssuer Free Writing Prospectus. In no event shall will the liability of a selling any Holder be greater in amount than the dollar amount of the net proceeds (net of all expenses paid by such Holder in connection with after any claim relating to this Section 5 discounts, commissions, transfer taxes, fees and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omissionexpenses) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, 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, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder Shareholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A and Annex B hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by Holders. Each Bancorp, for itself and jointly and severally for and on behalf of each of its Subsidiary Holders that may be a selling Holder shallhereunder, severally and not jointly, agrees to indemnify and hold harmless the Company, its and each Underwriter, and each of their respective partners, directors, officersofficers and employees (including each officer of the Company who signed the Registration Statement), agents and employeeseach Person, each Person if any, who controls the Company (or any Underwriter within the meaning of Section 15 of the Securities Act Act, against any and all Damages described in the indemnity contained in paragraph (a) of this Section 20 (provided that any settlement of the Exchange Act), and type described therein is effected with the directors, officers, agents or employees written consent of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Lossesselling Holder), as incurred, but only (i) with respect to the extent arising out of or based solely upon: any untrue statements or alleged untrue statement statements of a material fact contained in any Registration Statement, any Prospectus, Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement theretotherein, in light of the circumstances under which they were made) , not misleading (i) to the extentmisleading, but only to the extent, that such untrue statement or omission is contained in any such case made in reliance upon and in conformity with written information so furnished in writing by such Holder to the Company by Bancorp or any Subsidiary Holder that may be a selling Holder hereunder expressly for inclusion use in such Registration Statement (or any amendment thereto) or such Prospectus (or (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto) or (ii) that arises out of or is based upon offers or sales by such selling Holder “by means of” (as defined in Securities Act Rule 159A) a “free writing prospectus” (as defined in Securities Act Rule 405) that was not issued by or authorized in writing by the Company. In Notwithstanding the foregoing, in no event shall the liability of a selling Bancorp or any Subsidiary Holder be greater liable under this Section 5(b) for any Damages in amount than the dollar amount excess of the net proceeds (net of all expenses paid realized by Bancorp or such Subsidiary Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to which such indemnification obligationDamages relate or for any Damages resulting from any untrue statements or alleged untrue statements of a material fact based on information provided by a Holder other than Bancorp or any Bancorp Subsidiary Holder.

Indemnification by Holders. Each Holder and its permitted assignees shall, severally and not jointly, indemnify and hold harmless the CompanyBorrower Representative, its directors, officers, agents and employees, each Person who controls the Company Borrower Representative (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, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: relating to any untrue or alleged untrue statement of a material fact contained in any the Registration Statement, any Prospectus, as supplemented or in any amendment or supplement thereto or in any preliminary prospectusamended, if applicable, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading (i) misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in or omitted from any information so regarding such Holder furnished in writing to Borrower Representative by such Holder expressly for use therein, or to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, extent that such information relates to such Holder or such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved furnished in writing by such Holder expressly for use in a Registration Statement therein (it being understood that the each Holder has approved Annex A hereto for this purpose). Notwithstanding anything to the contrary contained herein, such Prospectus or in any amendment or supplement thereto. In no event shall the liability of any Person under this Section 4.2 exceed the net proceeds to such Person as a selling Holder be greater in amount than the dollar amount result of the proceeds (net sale of all expenses paid by such Holder Registrable Securities pursuant to a Registration Statement in connection with any claim relating to this Section 5 and which the amount of any damages such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligationmaterial omission was provided.

Indemnification by Holders. Each Holder shallHolder, if Registrable Securities held by it are included in the securities as to which a registration is being effected, agrees to, severally and not jointly, indemnify and hold harmless the Company, its directors, 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 Personsharmless, to the fullest extent permitted by applicable law, from the Company, its directors and officers, each other Person who participates as an Underwriter in the offering or sale of such securities and its Agents and each Person who controls the Company or any such Underwriter (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) and its Agents against any and all LossesClaims, insofar as incurred, to the extent arising such Claims arise out of or are based solely upon: upon any untrue or alleged untrue statement of a material fact contained in any Registration StatementStatement or Prospectus (including any preliminary, any Prospectus, final or in summary prospectus and any amendment or supplement thereto or in any preliminary prospectusthereto) related to such registration, or arising out of or relating to any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement theretonot misleading, in light of the circumstances under which they were made) not misleading (i) 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 so furnished to the Company in writing an instrument duly executed by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, specifically stating that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and it was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood therein; provided, however, that the aggregate amount which any such Holder has approved Annex A hereto for shall be required to pay pursuant to this purpose), such Prospectus or Section 5.2 shall in any amendment or supplement thereto. In no event shall the liability of a selling Holder be greater in amount than the dollar amount of the net proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in sold by such Holder pursuant to the Registration Statement giving rise to such indemnification obligationClaims less all amounts previously paid by such Holder with respect to any such Claims. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified party and shall survive the transfer of such securities by such Holder or Underwriter.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, 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, to the fullest extent permitted by applicable law, from and against all Losses, Losses (as incurred, determined by a court of competent jurisdiction in a final judgment not subject to the extent appeal or review) arising solely out of or based solely upon: upon any untrue or alleged untrue statement of a material fact contained in any the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising solely out of or relating to based solely upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly specifically for inclusion in such the Registration Statement or Statement, such Prospectus or (ii) such form of prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus of such form of Prospectus or to the extent, but only to the extent, extent that such information relates to such Holder or such Holder’s information provided in the Selling Stockholder Questionnaire or the 's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a the Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose)Statement, such Prospectus or such form of Prospectus, or in any amendment or supplement thereto. In no event shall the liability of a any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation. The breach, default or other action by or claim against one Holder will not be deemed a breach, default or action of or claim against any other Holder or in any way adversely affect the rights of each of the other Holders.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, 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, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 6 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, 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, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by Holders. Each Holder shallIn connection with any Registration Statement in which a holder of Registrable Securities is participating, such holder, or an authorized officer of such holder, shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any Registration Statement or prospectus and agrees, severally and not jointly, indemnify and hold harmless to indemnify, to the full extent permitted by law, the Company, its directorsmanagers, 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 directorsmanagers, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable lawpersons, from and against all Losses, as incurred, to the extent Losses arising out of or based solely upon: upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectusprospectus, or in any amendment or supplement thereto or in any preliminary form of prospectus, or arising out of or relating to based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement theretonot misleading, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue or alleged untrue statement is contained in, or such omission or alleged omission is required to be contained in in, any information so furnished in writing by such Holder holder to the Company expressly for inclusion use in such Registration Statement or prospectus and that such Prospectus statement or (ii) to omission was relied upon by the extentCompany in preparation of such Registration Statement, but only to the extentprospectus or form of prospectus; provided, however, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution holder of Registrable Securities and was reviewed and expressly approved shall not be liable in any such case to the extent that the holder has furnished in writing by to the Company within a reasonable period of time prior to the filing of any such Holder Registration Statement or prospectus or amendment or supplement thereto information expressly for use in a such Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in prospectus or any amendment or supplement theretothereto which corrected or made not misleading, information previously furnished to the Company, and the Company failed to include such information therein. In no event shall the liability of a any selling Holder holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds (net of payment of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omissionexpenses) received by such Holder holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party.

Indemnification by Holders. Each Holder shallHolder, if Registrable Securities -------------------------- held by it are included in the securities as to which a registration is being effected, agrees to, severally and not jointly, indemnify and hold harmless the Company, its directors, 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 Personsharmless, to the fullest extent permitted by applicable law, from the Company, its directors and officers, each other Person who participates as an Underwriter in the offering or sale of such securities and its Agents and each Person who controls the Company or any such Underwriter (within the meaning of the Securities Act) and its Agents against any and all LossesClaims, insofar as incurred, to the extent arising such Claims arise out of or are based solely upon: upon any untrue or alleged untrue statement of a material fact contained in any Registration StatementStatement or Prospectus (including any preliminary, any Prospectus, final or in summary prospectus and any amendment or supplement thereto or in any preliminary prospectusthereto) related to such registration, or arising out of or relating to any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement theretonot misleading, in light of the circumstances under which they were made) not misleading (i) 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 so furnished to the Company in writing an instrument duly executed by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, specifically stating that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and it was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood therein; provided, however, that the aggregate amount -------- ------- which any such Holder has approved Annex A hereto for shall be required to pay pursuant to this purpose), such Prospectus or Section 5.2 shall in any amendment or supplement thereto. In no event shall the liability of a selling Holder be greater in amount than the dollar amount of the net proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in pursuant to the Registration Statement giving rise to such indemnification obligationClaims less all amounts previously paid by such Holder with respect to any such Claims. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified party and shall survive the transfer of such securities by such Holder or Underwriter.

Indemnification by Holders. Each Holder shall, notwithstanding any termination of this Agreement, severally and not jointly, indemnify and hold harmless the Company, its directors, 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, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising solely out of or based solely upon: upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising solely out of or relating to based solely upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus Prospectus, or any form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement statements or omission is contained in any omissions are based solely upon information so regarding such Holder furnished in writing to the Company by such Holder expressly for use therein, or to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, extent that such information relates to such Holder or such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a the Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or such form of Prospectus or in any amendment or supplement thereto; provided, however, that the indemnity agreement contained in this Section 5(b) shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the prior written consent of the Holder, which consent shall not be unreasonably withheld. In no event shall the liability of a any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, 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, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A and Annex B hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, 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, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A B hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by Holders. Each To the extent permitted by applicable law, each Holder shallwill, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointlyjointly with any other Holders of Registrable Securities, indemnify and hold harmless the Company, each of its directors, officers, agents and employeesrepresentatives, each Person who controls the Company (or such underwriter within the meaning of Section 15 of the Securities Act and Section 20 of (collectively, the Exchange Act“Holder Indemnified Parties”), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, Losses (or actions in respect thereof) to the extent arising out of or based solely upon: on any untrue statement (or alleged untrue statement statement) of a material fact contained in any Registration Statementregistration statement, any Prospectusprospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” or other document, in each case related to such registration statement, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising out of or relating to based on any omission (or alleged omission of omission) to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement theretotherein, in light of the circumstances under in which they were made) , not misleading (i) misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2, settling any such Losses or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is contained made in any such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information so regarding such Holder furnished in writing to the Company by such Holder or its authorized representatives and stated to the Company expressly be specifically for inclusion in such Registration Statement or such Prospectus or (ii) to the extentuse therein; provided, but only to the extenthowever, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall any indemnity under this Section 3.2 payable by the liability of a selling Purchasers and any Holder be greater in exceed an amount than equal to the dollar amount of the net proceeds (net of all expenses paid received by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale respect of the Registrable Securities included sold pursuant to the registration statement. The indemnity agreement contained in this Section 3.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the Registration Statement giving rise to such indemnification obligationprior written consent of the applicable Holder (which consent shall not be unreasonably withheld or delayed).

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, 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, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder Shareholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities 1933 Act and Section 20 of the Exchange 1934 Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, 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, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder Notice and Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by Holders. Each Holder shall, notwithstanding any termination of this Agreement, severally and not jointly, indemnify and hold harmless the Company, its directors, 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, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising solely out of or relating to based solely upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus Prospectus, or any form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extentextent that, that such untrue statement statements or omission is contained in any omissions are based upon information so regarding such Holder furnished in writing to the Company by such Holder expressly for use therein, or to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, extent that such information relates to such Holder or such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a the Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or such form of Prospectus or in any amendment or supplement thereto; provided, however, that the indemnity agreement contained in this Section 5(b) shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the prior written consent of the Holder, which consent shall not be unreasonably withheld. In no event shall the liability of a any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by Holders. Each In connection with any Registration Statement or other qualified document in which a Holder shallis participating, severally such Holder will furnish to the Company in writing such customary information with respect to such Holder as the Company reasonably requests for use in connection with any such Registration Statement, other qualified document or any amendment thereof or supplement thereto and not jointlyagrees to indemnify, indemnify and hold harmless to the extent permitted by applicable Law, the Company, its directors, employees, agents, officers, agents and employees, each Person 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, to the fullest extent permitted by applicable law, from and ) against all Losseslosses, as incurredclaims, to the extent damages, liabilities and expenses arising out of or based solely upon: on any untrue or alleged allegedly untrue statement of a material fact contained in any Registration Statement, any Prospectus, other qualified document or in any amendment thereof or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein (therein, in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) , not misleading (i) misleading, to the extent, but only to the extent, that such untrue statement or omission is caused by or contained in any information so which such Holder furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement use therein or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to by such Holder’s information provided in 's failure to deliver to a purchaser of securities a copy of the Selling Stockholder Questionnaire Prospectus, or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by other qualified document or any amendments thereof or supplements thereto at a time when such Holder expressly for use in is required by the Securities Act to do so after the Company has furnished it with a Registration Statement (it being understood that sufficient number of copies of the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement theretosame. In no event shall the liability of a selling any Holder hereunder be greater in amount than the dollar amount of the net proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement Common Shares giving rise to such indemnification obligation.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, 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, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder Securityholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, 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, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based and solely uponto the extent relating to: any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by Holders. Each To the extent permitted by applicable Law, each Holder shallwill, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointlyjointly with any other Holders of Registrable Securities, indemnify and hold harmless the Company, each of its directors, officers, agents and employeesRepresentatives, each Person who controls the Company (or such Underwriter within the meaning of Section 15 of the Securities Act and Section 20 of (collectively, the Exchange Act“Holder Indemnified Parties”), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, Losses (or actions in respect thereof) to the extent arising out of or based solely upon: on any untrue statement (or alleged untrue statement statement) of a material fact contained in any Registration Statementregistration statement, any Prospectusprospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” or other document, in each case related to such registration statement, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising out of or relating to based on any omission (or alleged omission of omission) to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement theretotherein, in light of the circumstances under in which they were made) , not misleading (i) misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.09, settling any such Losses or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is contained made in any such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information so regarding such Holder furnished in writing to the Company by such Holder to the Company expressly or its authorized representatives specifically for inclusion in such Registration Statement or such Prospectus or (ii) to the extentuse therein; provided, but only to the extenthowever, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall any indemnity under this Section 3.09(b) payable by the liability of a selling Investor and any Holder be greater in exceed an amount than equal to the dollar amount of the net proceeds (net after payment of all expenses paid Selling Expenses) received by each such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale respect of the Registrable Securities included sold pursuant to the registration statement. The indemnity agreement contained in this Section 3.09(b) shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the Registration Statement giving rise to such indemnification obligationprior written consent of the applicable Holder (which consent shall not be unreasonably withheld or delayed).

Indemnification by Holders. Each Holder shall, notwithstanding -------------------------- any termination of this Agreement, severally and not jointly, indemnify and hold harmless the Company, and its directors, 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, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of of, relating to, or based solely upon: upon any untrue or alleged untrue statement of a material fact contained in any the Registration Statement, any Prospectus, or any preliminary prospectus or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising out of of, relating to, or relating to based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or preliminary prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading (i) misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder to the Company expressly specifically for inclusion in such the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or (ii) such preliminary prospectus or to the extent, but only to the extent, extent that such information relates to such Holder or such Holder’s information provided in the Selling Stockholder Questionnaire or the 's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a the Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose)Statement, such Prospectus or in any amendment or supplement theretosuch preliminary Prospectus Supplement. In no event Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the liability of a selling Holder be greater in amount than the dollar amount of the net proceeds (net of all expenses paid by to such Holder in connection with any claim relating to this Section 5 and the amount as a result of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise pursuant to such indemnification obligationRegistration Statement.

Indemnification by Holders. Each In connection with any Registration Statement in which a Holder shallis participating, severally such Holder will furnish to NBCi in writing such information as NBCi reasonably requests for use in connection with any Registration Statement, Prospectus or preliminary prospectus and not jointlywill indemnify, indemnify and hold harmless to the Companyfullest extent permitted by law, NBCi, its directors, directors and officers, agents and employees, each Person person who controls the Company NBCi (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, to the fullest extent permitted by applicable lawpersons, from and against all Losses, as incurred, to the extent arising out of or based solely upon: upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, Prospectus or form of Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to based upon any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement theretonot misleading, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder NBCi expressly for use in a such Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose)Statement, such Prospectus or preliminary prospectus and was used by NBCi in any amendment the preparation of such Registration Statement, Prospectus or supplement theretopreliminary prospectus. In no event shall will the liability of a any selling Holder hereunder be greater in amount than the dollar amount of the proceeds (net of payment of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omissionexpenses) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, 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, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire applicable selling stockholder questionnaire completed by such Holder, if any, or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose)Statement, such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling Selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 7 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by Holders. Each Holder shall, severally and not jointly, shall indemnify and hold harmless harmless, to the fullest extent permitted by law, the Company, its directors, officers, agents and employees, and agents, and each Person person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of Act) (collectively, “Company Indemnified Parties”) against all Losses to which any Company Indemnified Party may become subject under the Securities Act, the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable any other federal law, from and against all Lossesany state or common law, any rule or regulation promulgated thereunder, or otherwise, insofar as incurredsuch Losses (or actions or proceedings, to the extent arising out of whether commenced or based solely upon: threatened, in respect thereof) are caused by (a) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, Statement in which such Registrable Securities were included as contemplated hereby or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any the omission or alleged omission of to state therein a material fact required to be stated therein or necessary in order to make the statements therein (therein, in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made, not misleading, (b) any untrue statement or alleged untrue statement of a material fact contained in any Prospectus, together with the documents expressly incorporated by reference therein (as amended or supplemented if the Company shall have filed with the Commission any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading, and in the cases described in clauses (ia) and (b) of this Section 3.2, to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by or on behalf of such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates relating to such Holder’s information provided Holder for use in the Selling Stockholder Questionnaire or preparation of the proposed method of distribution of Registrable Securities documents described in clauses (a) and was reviewed and expressly approved in writing (b), (c) any violation by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling Holder be greater in amount than the dollar amount of the proceeds (net Securities Act, the Exchange Act, any other federal law, any state or common law, or any rule or regulation promulgated thereunder applicable to such Holder and relating to action of all expenses paid or inaction by such Holder in connection with any claim relating such registration, and (d) with respect to any Prospectus, the fact that such Holder sold Registrable Securities to a person to whom there was not sent or given, at or before the written confirmation of such sale, a copy of any subsequent Prospectus (excluding the documents incorporated by reference) or of the Prospectus as then amended or supplemented (excluding documents incorporated by reference) if the Company has previously furnished copies thereof to such Holder in compliance with this Section 5 Agreement and the amount of any damages such Holder has otherwise been required to pay by reason Loss of such Company Indemnified Party results from an untrue statement or omission) received omission of a material fact relating to information provided by such Holder upon contained in such Prospectus which was corrected in the sale Prospectus (or the Prospectus as amended or supplemented). Such indemnity and reimbursement of expenses and obligations shall remain in full force and effect regardless of any investigation made by or on behalf of the Registrable Securities included in Company Indemnified Parties and shall survive the Registration Statement giving rise to transfer of securities by such indemnification obligationHolder Indemnified Parties.

Indemnification by Holders. Each Holder shallIn connection with any Registration Statement in which a holder of Registrable Shares is participating, such holder, or an authorized officer of such holder, shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any Registration Statement or prospectus and agrees, severally and not jointly, indemnify and hold harmless to indemnify, to the full extent permitted by law, the Company, its directors, 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, to the fullest extent permitted by applicable lawpersons, from and against all Losses, as incurred, to the extent Losses arising out of or based solely upon: upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectusprospectus, or in any amendment or supplement thereto or in any preliminary form of prospectus, or arising out of or relating to based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement theretonot misleading, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue or alleged untrue statement is contained in, or such omission or alleged omission is required to be contained in in, any information so furnished in writing by such Holder holder to the Company expressly for inclusion use in such Registration Statement or prospectus and that such Prospectus statement or (ii) to omission was relied upon by the extentCompany in preparation of such Registration Statement, but only to the extentprospectus or form of prospectus; provided, however, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution holder of Registrable Securities and was reviewed and expressly approved Shares shall not be liable in any such case to the extent that the holder has furnished in writing by to the Company within a reasonable period of time prior to the filing of any such Holder Registration Statement or prospectus or amendment or supplement thereto information expressly for use in a such Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in prospectus or any amendment or supplement theretothereto which corrected or made not misleading, information previously furnished to the Company, and the Company failed to include such information therein. In no event shall the liability of a selling Holder any Selling Securityholder of Registrable Shares hereunder be greater in amount than the dollar amount of the proceeds (net of payment of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omissionexpenses) received by such Holder holder upon the sale of the Registrable Securities included in the Registration Statement Shares giving rise to such indemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified party.

Indemnification by Holders. Each To the extent permitted by applicable law, each Holder shallwill, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointlyjointly with any other Holders of Registrable Securities, indemnify and hold harmless the Company, each of its directors, officers, agents and employeesrepresentatives, each Person who controls the Company (or such underwriter within the meaning of Section 15 of the Securities Act and Section 20 of (collectively, the Exchange Act“Holder Indemnified Parties”), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, Losses (or actions in respect thereof) to the extent arising out of or based solely upon: on any untrue statement (or alleged untrue statement statement) of a material fact contained in any Registration Statementregistration statement, any Prospectusprospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” or other document, in each case related to such registration statement, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising out of or relating to based on any omission (or alleged omission of omission) to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement theretotherein, in light of the circumstances under in which they were made) , not misleading (i) misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2, settling any such Losses or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is contained made in any such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information so regarding such Holder furnished in writing to the Company by such Holder or its authorized representatives and stated to the Company expressly be specifically for inclusion in such Registration Statement or such Prospectus or (ii) to the extentuse therein; provided, but only to the extenthowever, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall any indemnity under this Section 3.2 payable by any Holder exceed an amount equal to the liability of a selling Holder be greater in amount than the dollar amount of the net proceeds (net of all expenses paid received by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale respect of the Registrable Securities included sold pursuant to the registration statement. The indemnity agreement contained in this Section 3.2 shall not apply to amounts paid in settlement of any Losses or action if such settlement is effected without the Registration Statement giving rise to such indemnification obligationprior written consent of the applicable Holder (which consent shall not be unreasonably withheld or delayed).

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its respective directors, 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, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or that are based solely upon: upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus Prospectus, or any form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that (A) such untrue statements or omissions are based upon an untrue statement or alleged untrue statement or omission is contained or alleged omission so made in any strict conformity with information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in therein or (B) to the extent, and only to the extent such Losses are incurred by the Company as a Registration Statement (it being understood that result of a Holder selling such Registrable Securities under a defective or outdated Prospectus during a Suspension Period after receiving actual notice of such Suspension Period from the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement theretoCompany. In no event shall the liability of a any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an Indemnified Party (as defined in Section 12(c)), shall survive the transfer of the Registrable Securities by the Holders, and shall be in addition to any liability which the Holder may otherwise have.

Indemnification by Holders. Each Subject to the limitations set forth in this Article VIII, from and after the Closing, each Holder shallshall indemnify and hold harmless Denim and Xxxxxx, as the Surviving Company and each of their respective officers, managers, stockholders, members, agents and representatives (collectively, the “Denim Indemnified Parties”) from and against all Losses that Denim Indemnified Parties may suffer or sustain by reason of or arising out of (a) any inaccuracy in any representation or warranty of such Holder contained in ARTICLE III or (b) any breach of any covenant or agreement of such Holder contained in this Agreement. Subject to the limitations set forth in this Article VIII, from and after the Closing, each Holder, severally and not jointlyjointly based on its Pro Rata Share (as identified in the Preferred Allocation Schedule, shall indemnify and hold harmless the Company, its directors, 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, to the fullest extent permitted by applicable law, Denim Indemnified Parties from and against all Losses, as incurred, to the extent arising out Losses that Denim Indemnified Parties may suffer or sustain by reason of or based solely upon: any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of (a) any inaccuracy in any representation or relating to any omission warranty of Xxxxxx contained in ARTICLE IV or alleged omission of a material fact required to be stated therein or necessary to make (b) the statements therein (in the case of any Prospectus or supplement thereto, in light determination of the circumstances under which they were madeallocation of the Merger Consideration among the holders of Membership Units or the preparation of Preferred Allocation Schedule. The amount of Losses incurred by the Holders pursuant to this Section 8.02 are referred to herein as the “Holder Indemnifiable Amount”. Except for Claims (as such term is defined below) not misleading made in respect of (i) to the extentany breach of a Holder Fundamental Representation or a Xxxxxx Fundamental Representation, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to breaches of any covenant or agreement, or (iii) the extentPreferred Allocation Schedule (collectively, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such “Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purposeFundamental Claims”), such Prospectus or in any amendment or supplement thereto. In no event all Claims made by Denim Indemnified Parties shall be satisfied exclusively from the liability of a selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligationHoldback Shares.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, 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, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling Holder be greater in amount than the dollar amount of the proceeds (net of all reasonable expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by Holders. Each selling Holder shallwill, severally and not jointlyin 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 the Company, each of its directorsdirectors and officers and each underwriter (if any), officersand each other selling Holder and each other person, agents and employeesif any, each Person who controls the Company (another selling holder or such underwriter within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directorsagainst any losses, officersclaims, agents judgments, damages or employees of liabilities, whether joint or several, insofar as such controlling Personslosses, to the fullest extent permitted by applicable lawclaims, from and against all Lossesjudgments, as incurred, to the extent arising damages or liabilities (or actions in respect thereof) arise out of or are based solely upon: upon any untrue statement or alleged 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, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectusto the Registration Statement, or arising arise out of or relating to are based upon any omission or the alleged omission of to state a material fact required to be stated therein or necessary to make the statements statement therein (in not misleading, if the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to 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 so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such selling Holder expressly for use in a Registration Statement (it being understood that therein, and shall reimburse the Holder has approved Annex A hereto for this purpose)Company, such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a its directors and officers, and each other selling Holder be greater in amount than the dollar amount or controlling person for any legal or other expenses reasonably incurred by any of the proceeds (net of all expenses paid by such Holder them in connection with investigation or defending any claim relating such loss, claim, damage, liability or action. Each selling Holder’s indemnification obligations hereunder shall be several and not joint and shall be limited to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) net proceeds actually received by such selling Holder upon from the sale of the Registrable Securities included in the Registration Statement giving which gave rise to such indemnification obligation.

Indemnification by Holders. Each To the extent permitted by applicable law, each Holder shallwill, if identified as a selling stockholder as to which such registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointly, indemnify and hold harmless the Company, each of its current and former directors, officers, agents partners and employeesmembers, and each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of (collectively, the Exchange Act“Holder Indemnified Parties”), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Lossesexpenses, as incurredclaims, to the extent losses, damages and liabilities (or actions in respect thereof) arising out of or based solely upon: on any untrue statement (or alleged untrue statement statement) of a material fact contained in any Registration Statementregistration statement, any Prospectusprospectus, preliminary prospectus, offering circular or other document, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating incident to any such registration, qualification or compliance or based on any omission (or alleged omission of omission) to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement theretotherein, in light of the circumstances under in which they were made) , not misleading (i) misleading, or any violation by such Holder of any rule or regulation promulgated under the Securities Act, Exchange Act or state securities law applicable to such Holder, and will reimburse each of the Holder Indemnified Parties for any reasonable legal or any other expenses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is contained made in any such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information so furnished in writing to the Company by such Holder and stated to the Company expressly be specifically for inclusion in such Registration Statement or such Prospectus or (ii) to the extentuse therein, but only to the extentprovided, however, that in no event shall any indemnity under this Section 4.2 payable by a Holder exceed the amount by which the net proceeds actually received by such information relates to such Holder’s information provided in Holder from the Selling Stockholder Questionnaire or the proposed method of distribution sale of Registrable Securities and was reviewed and expressly approved included in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and registration exceeds the amount of any damages other losses, expenses, settlements, damages, claims and liabilities that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission) received by omission or alleged omission or violation. The indemnity agreement contained in this Section 4.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the applicable Holder upon (which consent shall not be unreasonably withheld or delayed), nor shall the Holder be liable for any such loss, claim, damage, liability or action where such untrue statement or alleged untrue statement or omission or alleged omission was corrected in a final or amended prospectus, and the Company or the underwriters failed to deliver a copy of the final or amended prospectus at or prior to the confirmation of the sale of the Registrable Securities included to the Person asserting any such loss, claim, damage or liability in any case in which such delivery is required by the Registration Statement giving rise to such indemnification obligation.Securities Act

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, 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, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or are based solely upon: upon any untrue or alleged untrue statement of a material fact contained in any the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectusprospectus under which Registrable Securities were registered under the Securities Act, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus Prospectus, or any form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, extent that such untrue statement statements or omission is contained in any omissions are based solely upon information so regarding such Holder furnished in writing to the Company by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus use therein, or (ii) to the extent, but only to the extent, extent that such information relates to such Holder or such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a the Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose)Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto, or (iii) in the case of an occurrence of an event of the type specified in Section 5(c)(iii), (iv) and (vi), to the extent related to the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective. In no event shall the liability of a any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by Holders. Each In connection with any Registration Statement in which a Holder shallis participating, such Holder will furnish to the Company in writing such information as the Company reasonably requests for use in connection with any Registration Statement, Prospectus or preliminary prospectus and will, severally and but not jointly, indemnify and hold harmless harmless, to the fullest extent permitted by law, the Company, its directors, directors and officers, agents and employees, each Person 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 Personspersons (collectively, to the fullest extent permitted by applicable law“Company Indemnified Parties”), from and against all Losses, as incurred, to the extent Losses arising out of or based solely upon: upon (i) any untrue statement or alleged untrue statement of a material fact contained in any the Registration Statement, any Prospectus, the Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, prospectus or arising out of or relating to based upon, any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement theretotherein, in light of the circumstances under which they were made) , not misleading (i) to misleading, 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 the information so furnished provided in writing by or on behalf of such Holder or any person who controls such Holder specifically for use or inclusion in the Registration Statement or any Prospectus, (ii) the use of any Prospectus after such time as the Company has advised such Holder that the filing of a post-effective amendment or supplement thereto is required, except the Prospectus as so amended or supplemented, (iii) the use of any Prospectus after such time as the obligation of the Company hereunder to keep the Registration Statement effective and current has expired or been suspended hereunder, or (iv) in the case of a non-Underwritten Offering, any failure by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution give any purchaser of Registrable Securities and was reviewed and expressly approved in writing by at or prior to the written confirmation of such Holder expressly for use in sale, a Registration Statement (it being understood that copy of the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement theretomost recent Prospectus. In no event shall will the liability of a any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, 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, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Xxxxx A and Annex A B hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by Holders. Each Holder shall, severally and not jointly, agrees to indemnify and hold harmless the Company, along with its officers, directors, officers, employees and agents and employeeseach Person, each 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), and together with the directorspartners, officers, directors, employees and agents or employees of such controlling PersonsPerson, to the fullest same extent permitted by applicable law, as the foregoing indemnity from and against all Losses, as incurred, the Company to the extent arising out Holders, but only with reference to information related to such Holder, or its plan of distribution, either (a) furnished in writing by the Holder or based solely upon: any untrue or alleged untrue statement of a material fact contained on its behalf expressly for use in any Registration Statement, any Prospectusregistration statement or prospectus relating to the Registrable Securities, or in any amendment or supplement thereto thereto, or in any preliminary prospectus, or arising out of (b) omitted by the Holder from any registration statement or prospectus relating to the Registrable Securities, or any omission amendment or alleged omission of a material fact required to be stated therein supplement thereto, or any preliminary prospectus, and necessary to make the statements contained therein (in with respect to the Holder or its plan of distribution not misleading. In case of any Prospectus action or supplement theretoproceeding shall be brought against the Company or its officers, directors, employees or agents or any such controlling Person or its partners, officers, directors, employees or agents, in light respect of which indemnity may be sought against a Holder, such indemnifying Holder shall have the circumstances under which they were made) not misleading (i) rights and duties given to the extentCompany, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to and the Company expressly for inclusion in such Registration Statement or such Prospectus its officers, directors, employees or (ii) to agents, controlling Person, or its partners, officers, directors, employees or agents, shall have the extent, but only to the extent, that such information relates rights and duties given to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of , under Section 5.1. Each Holder also agrees to indemnify and hold harmless any other Person selling Registrable Securities and was reviewed their respective officers and expressly approved directors and each Person who controls each other such other Person on substantially the same basis as that of the indemnification of the Company provided in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement theretoSection 5.2. In no event shall the liability of a selling any Holder be greater in amount than the dollar amount of the proceeds (net of payment of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omissionexpenses) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by Holders. Each Holder shall, severally and not jointly, of Registrable Common which is included in a registration statement pursuant to the provisions hereof will indemnify and hold harmless the Company, its directors, directors and officers, agents and employeeseach Person, each Person if any, who controls the Company (within the meaning of Section 15 of the Securities Act Act, any other Holder selling securities pursuant to such registration statement, any controlling Person of any such selling Holder, any underwriter and Section 20 any controlling Person of any such underwriter (each, an “Indemnitee”) from and against, and will reimburse any Indemnitee with respect to, any and all Losses to which such Indemnitee may become subject under the Exchange Securities Act), state securities laws or otherwise, and the directorsHolder will pay to each such Indemnitee any legal or other costs or expenses reasonably incurred by such person in connection with investigating or defending any such Loss, officers, agents or employees of insofar as such controlling Persons, to the fullest extent permitted Losses are caused by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: any untrue or alleged untrue statement of a any material fact contained in any Registration Statementsuch registration statement, any Prospectus, prospectus contained therein or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising arise out of or relating to any are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement theretotherein, in light of the circumstances under in which they were made) , not misleading (i) misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission is contained or alleged omission was so made in any reliance upon and in conformity with information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly specifically for use in a Registration Statement (it being understood the preparation thereof, and provided, however, that the Holder has approved Annex A hereto for indemnity agreement in this purpose), Section 7.2 shall not apply to amounts paid in settlement of any such Prospectus or in any amendment or supplement thereto. In no event shall Loss if such settlement is effected without the liability of a selling Holder be greater in amount than the dollar amount consent of the proceeds indemnifying Holder, which consent shall not be unreasonably withheld, and that the foregoing indemnity obligation with respect to any preliminary prospectus shall not inure to the benefit of the Company on account of any Loss whatsoever arising from the sale of any Registrable Common by the Holder to any person if (net A) a copy of all expenses paid by the prospectus (as amended or supplemented if such amendments or supplements shall have been furnished to such Holder in connection with any claim relating prior to this Section 5 and the amount confirmation of any damages the sale involved) shall not have been sent or given by or on behalf of such Holder has otherwise been to such person, if required by law, with or prior to pay by reason the written confirmation of such the sale involved, and (B) the untrue statement or omission) alleged untrue statement or omission or alleged omission of a material fact contained in such preliminary prospectus from which such Loss arose was corrected in the prospectus (as amended or supplemented if such amendments or supplements thereto shall have been furnished as aforesaid); provided, further that the obligations of such Holders under this Section 7.2 shall be limited to an amount equal to the net proceeds received by each such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligationCommon sold as contemplated herein.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, 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, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose)Statement, such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 11 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by Holders. Each To the extent permitted by applicable Law, each Holder shallwill, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointlyjointly with any other Holders of Registrable Securities, indemnify and hold harmless the Company, each of its directors, officers, agents and employeesRepresentatives, each Person who controls the Company (or such Underwriter within the meaning of Section 15 of the Securities Act and Section 20 of (collectively, the Exchange Act“Holder Indemnified Parties”), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, Losses (or actions in respect thereof) to the extent arising out of or based solely upon: on any untrue statement (or alleged untrue statement statement) of a material fact contained in any Registration Statementregistration statement, any Prospectusprospectus, preliminary prospectus, offering circular or other document, in each case related to such registration statement, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising out of or relating to based on any omission (or alleged omission of omission) to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement theretotherein, in light of the circumstances under in which they were made) , not misleading (i) misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.08, settling any such Losses or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is contained made in any such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information so furnished in writing to the Company by such Holder or its authorized representatives and stated to the Company expressly be specifically for inclusion in such Registration Statement or such Prospectus or (ii) to the extentuse therein; provided, but only to the extenthowever, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall any indemnity under this Section 3.09(b) payable by the liability of a selling Investor and any Holder be greater in exceed an amount than equal to the dollar amount of the net proceeds (net of all expenses paid received by such each Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale respect of the Registrable Securities included sold pursuant to the registration statement. The indemnity agreement contained in this Section 3.09(b) shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the Registration Statement giving rise to such indemnification obligationprior written consent of the applicable Holder (which consent shall not be unreasonably withheld or delayed).

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, 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, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or Prospectus, (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by Holders. Each Holder shall, of the Holders (severally and not jointly), to the fullest extent permitted by law, agrees to indemnify and hold harmless the Company, each of its officers, directors, officers, agents and employees, agents, representatives and Affiliates, and each Person Person, if any, who controls the Company (within the meaning of Section 15 the Securities Act) against any and all losses, claims, damages, actions, liabilities, costs and expenses (including without limitation reasonable fees, expenses and disbursements of attorneys and other professionals), as incurred, under the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: upon (i) any untrue statement or alleged untrue statement of a material fact contained in any a Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement theretonot misleading, in light of the circumstances under which they were made) not misleading (i) , if and to the extentextent that such statement or omission occurs from reliance upon and in conformity with written information regarding any Holder, but only or such Holder’s plan of distribution or ownership interest, which was furnished to the extentCompany by such Holder for use therein, that such (ii) any untrue statement or omission is alleged untrue statement of material fact contained in the 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 light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information so regarding such Holder, his, her or its plan of distribution or his, her or its ownership interests, which was furnished in writing to the Company by such Holder for use therein; provided, however, that the obligations of each of the Holders hereunder shall be limited to an amount equal to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling Holder be greater in amount than the dollar amount of the net proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder giving rise to such indemnification obligation upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligationSecurities.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, 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 PersonsPersons (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title), to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) such Holder’s failure to comply with any applicable prospectus delivery requirements of the Securities Act (unless an exemption therefrom is available) or the plan of distribution in any Registration Statement through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder Shareholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by Holders. Each In connection with any registration statement in which a Holder shallis participating, severally such Holder will furnish to the Company in writing such information and not jointlyaffidavits as the Company reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, will indemnify and hold harmless the CompanyCompany and its Indemnitees against any losses, its directorsclaims, officersdamages, agents and employeesliabilities, each Person who controls joint or several, to which the Company (within the meaning of Section 15 of or any such Indemnitee may become subject under the Securities Act and Section 20 of the Exchange Act)or otherwise, and the directorsinsofar as such losses, officersclaims, agents damages or employees of such controlling Personsliabilities (or actions or proceedings, to the fullest extent permitted by applicable lawwhether commenced or threatened, from and against all Losses, as incurred, to the extent arising in respect thereof) arise out of or are based solely upon: upon (a) any untrue or alleged untrue statement of a material fact contained in any Registration Statementthe registration statement, any Prospectus, prospectus or in preliminary prospectus or any amendment thereof or supplement thereto or in any preliminary prospectusapplication, together with any documents incorporated therein by reference or arising out of or relating to (b) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (not misleading in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were such statement was made) not misleading (i) 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 so prepared and furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by 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 a Registration Statement (it being understood 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; provided, however, that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall obligation to indemnify will be limited to the liability of a selling Holder be greater in amount than the dollar net amount of proceeds received by such Holder from the proceeds (net sale of all expenses Registrable Securities pursuant to such registration statement, less any other amounts paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason respect of such untrue statement statement, alleged untrue statement, omission or alleged omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by Holders. Each Holder shallof shares of Registrable Securities which are to be included in a registration statement pursuant to the provisions of these Sections 16.7 - 16.14 shall be required to agree, severally and not jointly, as a condition of E-Pub's obligation to prosecute such registration to completion, to indemnify and hold harmless the CompanyE-Pub, its officers, directors, officers, agents legal counsel and employees, accountants and each Person who controls the Company (E-Pub within the meaning of Section 15 of the Securities Act, from and against, and agrees to reimburse E-Pub, its officers, directors, legal counsel, accountants and controlling Persons with respect to, any and all claims, actions, demands, losses, damages, liabilities, costs or expenses to which E-Pub, its officers, directors, legal counsel, accountants or such controlling Persons may become subject under the Securities Act and Section 20 of the Exchange Act)or otherwise, and the directorsinsofar as such claims, officersactions, agents demands, losses, damages, liabilities, costs or employees of such controlling Persons, to the fullest extent permitted expenses are caused by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: any untrue or alleged untrue statement of a any material fact contained in any Registration Statementsuch registration statement, any Prospectus, prospectus contained therein or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising out of or relating to any are caused by the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement theretotherein, in light of the circumstances under in which they were made) , not misleading (i) misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission is contained or alleged omission was so made in any reliance upon and in strict conformity with written information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly specifically for use in a Registration Statement (it being understood that the preparation thereof. Notwithstanding the foregoing, no Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling Holder be greater in amount obligated hereunder to pay more than the dollar amount of the net proceeds (net of all expenses paid realized by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder it upon the its sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligationregistration statement.

Indemnification by Holders. Each In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a Holder shallis participating, severally such Holder shall furnish to the Company and not jointlythe Subsidiary Guarantors in writing such information as the Company and the Subsidiary Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold harmless the Company, its directorsthe Subsidiary Guarantors, officerstheir respective directors and each Person, agents and employeesif any, each Person who controls the Company and the Subsidiary Guarantors (within the meaning of Section 15 of the Securities Act and Section 20 20(a) of the Exchange Act), and the directors, officers, agents or employees officers and partners of such controlling Personspersons, to the fullest extent permitted by applicable lawlawful, from and against all Losses, as incurred, to the extent Losses arising out of or based solely upon: upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, Prospectus or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein (therein, in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) , not misleading (i) to the extent, but only to the extent, that such losses are finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted solely from an untrue statement or alleged untrue statement of a material fact or omission is or alleged omission of a material fact contained in or omitted from any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to and the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder Subsidiary Guarantors expressly for use therein. Notwithstanding the foregoing, in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a any selling Holder be greater in amount than the dollar amount of the proceeds such Holder’s Maximum Contribution Amount (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligationas defined below).

Indemnification by Holders. Each To the extent permitted by applicable law, each Holder shallwill, if Registrable Securities held by such Holder are included in the securities as to which such registration or qualification or compliance under applicable “blue sky” laws has been effected, indemnify, severally and not jointly, indemnify and hold harmless the Company, each of its directors, officers, agents partners and employeesmembers, each underwriter, if any, of the Company’s securities covered by such a registration, each Person who controls the Company (or such underwriter within the meaning of Section 15 of the Securities Act, and each other Holder and each of such Holder’s officers, directors, partners and members and each Person controlling such Holder within the meaning of Section 15 of the Securities Act and Section 20 of (collectively, the Exchange Act“Holder Indemnified Parties”), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Lossesexpenses, as incurredclaims, to the extent losses, damages and liabilities (or actions in respect thereof) arising out of or based solely upon: on any untrue statement (or alleged untrue statement statement) of a material fact contained in any Registration Statement, any Prospectusprospectus, preliminary prospectus, offering circular or other document, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating incident to any such registration, qualification or compliance or based on any omission (or alleged omission of omission) to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement theretotherein, in light of the circumstances under in which they were made) , not misleading (i) misleading, or any violation by such Holder of any rule or regulation promulgated under the Securities Act, Exchange Act or state securities law applicable to such Holder in connection with any such registration, and will reimburse each of the Holder Indemnified Parties for any reasonable legal or any other expenses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is contained made in any such Registration Statement, prospectus, offering circular or other document in reliance upon and in conformity with written information so furnished in writing to the Company by such Holder and stated to the Company expressly be specifically for inclusion in such Registration Statement or such Prospectus or (ii) to the extentuse therein, but only to the extentprovided, however, that in no event shall any indemnity under this Section 3.2 payable by a Holder exceed the amount by which the net proceeds actually received by such information relates to such Holder’s information provided in Holder from the Selling Stockholder Questionnaire or the proposed method of distribution sale of Registrable Securities and was reviewed and expressly approved included in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and registration exceeds the amount of any damages other losses, expenses, settlements, damages, claims and liabilities that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omissionomission or alleged omission or violation. The indemnity agreement contained in this Section 3.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the applicable Holder (which consent shall not be unreasonably withheld or delayed), nor shall the Holder be liable for any such loss, claim, damage, liability or action where (a) received by such Holder upon furnished in writing to the Company, information expressly for use in, and within a reasonable period of time prior to the effectiveness of such Registration Statement or any amendments or supplements thereto which corrected or made not misleading information previously provided to the Company or (b) such untrue statement or alleged untrue statement or omission or alleged omission was corrected in a final or amended prospectus, and the Company or the underwriters failed to deliver a copy of the final or amended prospectus at or prior to the confirmation of the sale of the Registrable Securities included to the Person asserting any such loss, claim, damage or liability in any case in which such delivery is required by the Registration Statement giving rise to such indemnification obligationSecurities Act.

Indemnification by Holders. Each Holder shallwhose Registrable Securities are included in a registration statement pursuant to this Agreement will, severally and not jointly, indemnify and hold harmless (i) the Company, its directors, (ii) each of the Company's directors and officers, agents and employees(iii) any underwriter, (iv) each Person person who controls the Company (or any such underwriter within the meaning of Section 15 the Securities Act, (v) any other Holders selling securities pursuant to such registration statement and their directors and officers, and (vi) any person who controls such other Holders, against any losses, claims, damages or liabilities to which any of the aforementioned persons or entities become subject under the Securities Act and Section 20 of Act, the Exchange Act)Act or other federal or state laws, and the directorsinsofar as such losses, officersclaims, agents damages or employees liabilities (or actions in respect thereto) arise out of such controlling Personsor are based upon any Violation, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, in each case to the extent arising out of or based solely upon: any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but and only to the extent, ) that such untrue statement or omission is contained Violation occurs in any reliance upon and in conformity with written information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement connection with such registration. Subject to Section 8(c) below, each such Holder will, severally and not jointly, reimburse (it being understood i) the Company, (ii) each of the Company's directors and officers, (iii) any underwriter, (iv) each person who controls the Company or any such underwriter within the meaning of the Securities Act, (v) any other Holders selling securities pursuant to such registration statement and their directors and officers, and (vi) any person who controls such other Holders for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this Section 8(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the holder or Holders providing the indemnification, which consent shall not be unreasonably withheld; provided further that such legal or other expenses shall be shared pro rata among the Holders providing the indemnification in accordance with their respective shareholdings and the maximum liability of any such Holder has approved Annex A hereto for under this purpose), such Prospectus or Section 8(b) in regard to any amendment or supplement thereto. In registration statement shall in no event shall exceed the liability of a selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon from the sale of the Registrable Securities included in the Registration Statement giving rise to securities under such indemnification obligationregistration statement.

Indemnification by Holders. Each Holder shallof shares of Registrable Securities which are included in a registration statement pursuant to the provisions of this Agreement hereby agrees, severally and not jointly, to indemnify and hold harmless the Company, its officers, directors, officers, agents legal counsel and employees, accountants and each Person who controls the Company (within the meaning of Section 15 of the Securities Act, from and against, and agrees to reimburse the Company, its officers, directors, legal counsel, accountants and controlling Persons with respect to, any and all claims, actions, demands, losses, damages, liabilities, costs or expenses to which the Company, its officers, directors, legal counsel, accountants or such controlling Persons may become subject under the Securities Act and Section 20 of the Exchange Act)or otherwise, and the directorsinsofar as such claims, officersactions, agents demands, losses, damages, liabilities, costs or employees of such controlling Persons, to the fullest extent permitted expenses are caused by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: any untrue or alleged untrue statement of a any material fact contained in any Registration Statementsuch registration statement, any Prospectus, prospectus contained therein or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising out of or relating to any are caused by the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement theretotherein, in light of the circumstances under in which they were made) , not misleading (i) misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission is contained or alleged omission was so made in any reliance upon and in strict conformity with written information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly specifically for use in a Registration Statement (it being understood that the preparation thereof. Notwithstanding the foregoing, no Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling Holder be greater in amount obligated hereunder to pay more than the dollar amount of the net proceeds (net of all expenses paid realized by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder it upon the its sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligationregistration statement.

Indemnification by Holders. Each selling Holder shallwill, severally and not jointlyin 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 the Company, each of its directorsdirectors and officers and each Underwriter (if any), officersand each other selling Holder and each other person, agents and employeesif any, each Person who controls the Company (another selling Holder or such Underwriter within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directorsagainst any losses, officersclaims, agents judgments, damages or employees of liabilities, whether joint or several, insofar as such controlling Personslosses, to the fullest extent permitted by applicable lawclaims, from and against all Lossesjudgments, as incurred, to the extent arising damages or liabilities (or actions in respect thereof) arise out of or are based solely upon: upon any untrue statement or alleged 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, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectusto the Registration Statement, or arising arise out of or relating to are based upon any omission or the alleged omission of to state a material fact required to be stated therein or necessary to make the statements statement therein (in not misleading, if the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to 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 so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such selling Holder expressly for use in a Registration Statement (it being understood that therein, and shall reimburse the Holder has approved Annex A hereto for this purpose)Company, such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a its directors and officers and each other selling Holder be greater in amount than the dollar amount or controlling person for any legal or other expenses reasonably incurred by any of the proceeds (net of all expenses paid by such Holder them in connection with investigation or defending any claim relating such loss, claim, damage, liability or action. Each selling Holder’s indemnification obligations hereunder shall be several and not joint and shall be limited to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) net proceeds actually received by such selling Holder. Each selling Holder upon the sale shall indemnify any Underwriter of the Registrable Securities included Securities, its officers, affiliates, directors, partners, members and agents and each person who controls such Underwriter to the same extent as provided in the Registration Statement giving rise foregoing with respect to such indemnification obligationof the Company.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, 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, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder Securityholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 6 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by Holders. Each Holder shall, notwithstanding any termination of this Agreement, severally and not jointly, indemnify and hold harmless the Company, its directors, 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, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising solely out of or based solely upon: upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising solely out of or relating to based solely upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus Prospectus, or any form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extentextent that, that such untrue statement statements or omission is contained in any omissions are based solely upon information so regarding such Holder furnished in writing to the Company by such Holder expressly for use therein, or to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, extent that such information relates to such Holder or such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a the Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or such form of Prospectus or in any amendment or supplement thereto; provided, however, that the indemnity agreement contained in this Section 5(b) shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the prior written consent of the Holder, which consent shall not be unreasonably withheld. In no event shall the liability of a any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by Holders. Each Holder shallHolder, if Registrable Securities held by it are included in the securities as to which a registration is being effected, agrees to, severally and not jointly, indemnify and hold harmless harmless, to the fullest extent permitted by law, the Company, its directors, directors and officers, agents each other Person who participates as an Underwriter in the offering or sale of such securities and employeesits Agents, each Person who controls the Company (within the meaning of Section 15 of the Securities Act Act) and Section 20 of the Exchange Act)its Agents against any and all Claims, and the directors, officers, agents or employees of insofar as such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising Claims arise out of or are based solely upon: upon any untrue or alleged untrue statement of a material fact contained in any Registration StatementStatement or Prospectus (including any preliminary, any Prospectus, final or in summary prospectus and any amendment or supplement thereto or in any preliminary prospectusthereto) related to such registration, or arising out of or relating to any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any such Prospectus (including any preliminary, final or summary prospectus and any amendment or supplement thereto), in the light of the circumstances under which they were made) not misleading (i) 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 so furnished to the Company in writing an instrument duly executed by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, specifically stating that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and it was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood therein; provided, however, that the aggregate amount which any such Holder has approved Annex A hereto for shall be required to pay pursuant to this purpose), such Prospectus or Section 5.2 shall in any amendment or supplement thereto. In no event shall the liability of a selling Holder be greater in amount than the dollar amount of the net proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in pursuant to the Registration Statement giving rise to such indemnification obligationClaims less all amounts previously paid by such Holder with respect to any such Claims. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified party and shall survive the transfer of such securities by such Holder or Underwriter and termination of this Agreement.

Indemnification by Holders. Each Holder and its permitted assignees shall, severally and not jointly, indemnify and hold harmless the Company, its directors, 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, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: relating to any untrue or alleged untrue statement of a material fact contained in any the Registration Statement, any Prospectus, as supplemented or in any amendment or supplement thereto or in any preliminary prospectusamended, if applicable, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading (i) misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in or omitted from any information so regarding such Holder furnished in writing to the Company by such Holder expressly for use in therein, and that such information was reasonably relied upon by the Company for use therein, or to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, extent that such information relates to such Holder or such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved furnished in writing by such Holder expressly for use in a Registration Statement therein (it being understood that the each Holder has approved Annex A hereto for this purpose). Notwithstanding anything to the contrary contained herein, such Prospectus or in any amendment or supplement thereto. In no event shall the liability of any Purchaser under this Section 5(b) exceed the net proceeds to such Purchaser as a selling Holder be greater in amount than the dollar amount result of the proceeds (net sale of all expenses paid by such Holder Registrable Securities pursuant to a Registration Statement in connection with any claim relating to this Section 5 and which the amount of any damages such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligationmaterial omission was provided.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its the directors, 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, to the fullest extent permitted by applicable law, from and against all Losses, Losses as incurred, to the extent arising solely out of or based solely upon: upon any untrue or alleged untrue statement of a material fact contained in any the Registration Statement, any Prospectus, or any form of prospectus, or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising solely out of or relating to based solely upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information regarding such Holder so furnished in writing by such Holder to the Company expressly specifically for inclusion in such the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or (ii) such form of prospectus or to the extent, but only to the extent, extent that such information relates to such Holder or such Holder’s information provided in the Selling Stockholder Questionnaire or the 's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a the Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose)Statement, such Prospectus or in any amendment or supplement theretosuch form of Prospectus. In no event shall the liability of a any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by Holders. Each In connection with the Registration Statement, each Holder shallshall furnish to the Company in writing such information as the Company reasonably requests for use in connection with the Registration Statement or any Prospectus and agrees, severally jointly and not jointlyseverally, to indemnify and hold harmless the Company, its their directors, 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, to the fullest extent permitted by applicable law, from and against all Losses, Losses (as incurred, determined by a court of competent jurisdiction in a final judgment not subject to the extent appeal or review) arising out of or based solely upon: relating to any untrue or alleged untrue statement of a material fact contained in any the Registration Statement, any Prospectus, or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly specifically for inclusion in such the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or (ii) such form of prospectus or to the extent, but only to the extent, extent that such information relates to such Holder or such Holder’s information provided in the Selling Stockholder Questionnaire or the 's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a the Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose)Statement, such Prospectus or in any amendment or supplement theretosuch form of Prospectus. In no event shall the liability of a any selling Holder hereunder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by Holders. Each Holder and its permitted assignees shall, severally and not jointly, indemnify and hold harmless the Company, its directors, 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, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: relating to any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, as supplemented or in any amendment or supplement thereto or in any preliminary prospectusamended, if applicable, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading (i) misleading, to the extent, but only to the extent, that such untrue statement or omission or alleged untrue statement or omission is contained in or omitted from any information so regarding such Holder furnished in writing to the Company by such Holder expressly for use in therein, and that such information was reasonably relied upon by the Company for use therein, or to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, extent that such information relates to such Holder or such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved furnished in writing by such Holder expressly for use in a Registration Statement therein (it being understood that the each Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 5.2 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by Holders. Each In connection with any registration statement in which a Holder shallof Registrable Securities is participating, severally and not jointlyeach such Holder will furnish to the Client in writing such information as the Client reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, will indemnify and hold harmless the CompanyClient, its directors, officers, agents directors and employees, officers and each Person who controls the Company (within the meaning of Section 15 of the Securities Act Act) the Client against any losses, claims, damages, liabilities and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, expenses resulting from and against all Losses, as incurred, to the extent arising out of or based solely upon: any untrue or alleged untrue statement of a material fact contained in any Registration Statementthe registration statement, any Prospectus, prospectus or in preliminary prospectus or any amendment thereof or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extentmisleading, but only to the extent, extent that such untrue statement or omission is contained in any nay information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood connection with such registration: provided that the obligation to indemnify will be individual to each Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall and will be limited to the liability of a selling Holder be greater in amount than the dollar net amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon from the sale of the Registrable Securities included in the Registration Statement giving rise pursuant to such registration statement. In connection with an underwritten offering, each such Holder will indemnify such underwriters, their officers and directors and each Person who controls (within the meaning of the Securities Act) such underwriters at least to the same extent as provided above with respect to the indemnification obligationof the Client.

Indemnification by Holders. Each In connection with any registration statement in which a Holder shallor any member of the Istithmar Group is participating, severally each such Holder shall furnish to the Company in writing such information with respect to such Holder and not jointlyany member of the Istithmar Group as is required to be included in such registration statement pursuant to the rules and regulations under the Securities Act and each such Holder agrees to indemnify, indemnify and hold harmless to the fullest extent permitted by law, the Company, its directors, officers, directors and agents and employeeseach Person, each Person if any, who controls the Company (within the meaning of Section 15 of the Securities Act Act) against any and Section 20 of the Exchange Act)all losses, claims, damages, and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, liabilities resulting from and against all Losses, as incurred, to the extent arising out of or based solely upon: any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein in any registration statement, prospectus or preliminary prospectus filed by the Company or any amendment thereof or supplement thereto or necessary to make the statements therein (in the case of any Prospectus or supplement theretoa prospectus, in light of the circumstances under which they were made) not misleading (i) to the extentmisleading, but only to the extent, extent that such untrue or alleged untrue statement or omission is contained or alleged omission was made in any reliance upon and conforms with written information so concerning such Holder furnished in writing by such Holder to the Company expressly for inclusion use in any such Registration Statement prospectus or preliminary prospectus; provided, however, that the liability of such Prospectus or Holder shall not exceed the net proceeds received by such Holder and the participating member of the Istithmar Group from the sale of its Registrable Securities. Each Holder also shall indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters (iiwithin the meaning of the Securities Act) to the extent, same extent as provided above with respect to the indemnification of the Company (but only to the extent, extent that any untrue statement or omission or alleged omission was made in reliance upon and conforms with written information concerning such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing Holder furnished by such Holder to such underwriter expressly for use in a Registration Statement (it being understood such prospectus or preliminary prospectus); provided, however, that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the liability indemnification of a selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating shall be limited to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) net proceeds received by such Holder upon and the participating members of the Istithmar Group from the sale of the its Registrable Securities included in the Registration Statement giving rise to such indemnification obligationSecurities.

Indemnification by Holders. Each Holder shall, severally and not -------------------------- jointly, indemnify and hold harmless the Company, its directors, 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, to the fullest extent permitted by applicable law, from and against all Losses, Losses (as incurred, determined by a court of competent jurisdiction in a final judgment not subject to the extent appeal or review) arising solely out of or based solely upon: upon any untrue or alleged untrue statement of a material fact contained in any the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising solely out of or relating to based solely upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly specifically for inclusion in such the Registration Statement or Statement, such Prospectus or (ii) such form of prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus of such form of Prospectus or to the extent, but only to the extent, extent that such information relates to such Holder or such Holder’s information provided in the Selling Stockholder Questionnaire or the 's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a the Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose)Statement, such Prospectus or such form of Prospectus, or in any amendment or supplement thereto. In no event shall the liability of a any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by Holders. Each Holder shallIn connection with any Registration Statement in which a holder of Registrable Securities is participating, such holder, or an authorized officer of such holder, shall furnish to Holdings in writing such information as Holdings reasonably requests for use in connection with any Registration Statement or prospectus and agrees, severally and not jointly, indemnify and hold harmless to indemnify, to the Companyfull extent permitted by law, Holdings, its directors, officers, agents and employees, each Person who controls the Company Holdings (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, to the fullest extent permitted by applicable lawpersons, from and against all Losses, as incurred, to the extent Losses arising out of or based solely upon: upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectusprospectus, or in any amendment or supplement thereto or in any preliminary form of prospectus, or arising out of or relating to based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement theretonot misleading, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue or alleged untrue statement is contained in, or such omission or alleged omission is required to be contained in in, any information so furnished in writing by such Holder holder to the Company Holdings expressly for inclusion use in such Registration Statement or prospectus and that such Prospectus statement or (ii) to the extentomission was relied upon by Holdings in preparation of such Registration Statement, but only to the extentprospectus or form of prospectus; provided, however, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution holder of Registrable Securities and was reviewed and expressly approved shall not be liable in any such case to the extent that the holder has furnished in writing by to Holdings within a reasonable period of time prior to the filing of any such Holder Registration Statement or prospectus or amendment or supplement thereto information expressly for use in a such Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in prospectus or any amendment or supplement theretothereto which corrected or made not misleading, information previously furnished to Holdings, and Holdings failed to include such information therein. In no event shall the liability of a any selling Holder holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds (net of payment of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omissionexpenses) received by such Holder holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified party.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, 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, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly specifically for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, extent that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement theretothereto or (ii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(d). In no event shall the liability of a any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.