Common use of Indemnification by Holders Clause in Contracts

Indemnification by Holders. Each Holder agrees to indemnify and hold harmless the Company, its directors and officers, and each person, if any, who controls the Company within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act (other than such Holder), from and against any and all Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement or prospectus relating to the Registrable Securities of such Holder or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only insofar as such Losses arise out of, or are based upon, any such untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by such Holder or on such Holder's behalf, in such Holder's capacity as a Holder and not in his capacity as a director or officer of the Company, if applicable, expressly for use therein; PROVIDED, HOWEVER, that with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary or final prospectus, the indemnity agreement contained in this SUBSECTION 7 will not apply to the extent that any such Losses result from the fact that a current copy of the prospectus was not sent or given to the person asserting any such Losses at or prior to the written confirmation of the sale of the applicable Registrable Securities to such person if it is determined that it was the responsibility of the Company or any other person or entity (other than such Holder or such Holder's agent) to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses. Each Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities, their officers and directors, and each person who controls such Underwriters within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act to the extent reasonably required by such Underwriters.

Indemnification by Holders. Each In connection with any Registration Statement in which a Holder agrees of Registrable Securities is participating, such Holder shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify and hold harmless the Company, its directors directors, officers and officersagents, and each person, if any, person who controls the Company (within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act Act) against any losses, judgments, claims, damages, liabilities and out-of-pocket expenses (other than such Holderincluding reasonable outside attorneys’ fees), from and against any and all Losses whether joint or several, resulting from, arising out of or that are based upon on any untrue statement or alleged allegedly untrue statement of a material fact contained in a the Registration Statement Statement, Prospectus or prospectus relating to the Registrable Securities of such Holder preliminary Prospectus or in any amendment thereof or supplement thereto or in any preliminary prospectus, or arising out of or 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 not misleading, but only insofar as to the extent that such Losses arise out of, untrue or are based upon, any such allegedly untrue statement or omission or allegation thereof based upon alleged omission are caused by or contained in any information or affidavit so furnished in writing to the Company by such Holder or on such Holder's behalf, in such Holder's capacity as a Holder and not in his capacity as a director or officer of the Company, if applicable, expressly for use therein, or if such losses, judgments, claims, damages, liabilities and out-of-pocket expenses are based on any such Holder’s violation of the federal securities laws or failure to sell the Registrable Securities in accordance with the intended plan of distribution contained in the Prospectus; PROVIDEDprovided, HOWEVERhowever, that with respect the obligation to any untrue statement or omission or alleged untrue statement or omission made indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities shall be in any preliminary or final prospectus, the indemnity agreement contained in this SUBSECTION 7 will not apply proportion to and limited to the extent that any net proceeds received by such Losses result Holder from the fact that a current copy of the prospectus was not sent or given to the person asserting any such Losses at or prior to the written confirmation of the sale of the applicable Registrable Securities pursuant to such person if it is determined that it was the responsibility of the Company or any other person or entity (other than such Holder or such Holder's agent) to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such LossesRegistration Statement. Each Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities, their officers and directors, and each person who controls such Underwriters within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act to the extent reasonably required by such Underwriters.6.3

Indemnification by Holders. Each In connection with any Registration Statement in which a Holder agrees of Registrable Securities is participating, such Holder shall furnish to PubCo in writing such information and affidavits as PubCo reasonably requests for use in connection with any such Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify and hold harmless the CompanyPubCo, its directors directors, officers and officersagents, and each person, if any, person who controls the Company PubCo (within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act Act) against any losses, judgments, claims, damages, liabilities and out-of-pocket expenses (other than such Holderincluding reasonable outside attorneys’ fees), from and against any and all Losses whether joint or several, resulting from, arising out of or that are based upon on any untrue statement or alleged allegedly untrue statement of a material fact contained in a the Registration Statement Statement, Prospectus or prospectus relating to the Registrable Securities of such Holder preliminary Prospectus or in any amendment thereof or supplement thereto or in any preliminary prospectus, or arising out of or 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 not misleading, but only insofar as such Losses arise out of, or are based upon, any to the extent that such untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by such Holder or on such Holder's behalf, in such Holder's capacity as a Holder and not in his capacity as a director or officer of the Company, if applicable, expressly for use therein; PROVIDED, HOWEVER, that with respect to any allegedly untrue statement or omission or alleged untrue statement omission are caused by or omission made contained in any preliminary information or final prospectusaffidavit so furnished in writing to PubCo by such Holder expressly for use therein, or if such losses, judgments, claims, damages, liabilities and out-of-pocket expenses are based on any such Holder’s violation of the indemnity agreement federal securities laws or failure to sell the Registrable Securities in accordance with the intended plan of distribution contained in this SUBSECTION 7 will the Prospectus; provided, however, that the obligation to indemnify shall be several, not apply joint and several, among such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the extent that any net proceeds received by such Losses result Holder from the fact that a current copy of the prospectus was not sent or given to the person asserting any such Losses at or prior to the written confirmation of the sale of the applicable Registrable Securities pursuant to such person if it is determined that it was Registration Statement. The Holders of Registrable Securities shall indemnify the responsibility of the Company or any other person or entity (other than such Holder or such Holder's agent) to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses. Each Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable SecuritiesUnderwriter(s), their officers and directorsofficers, directors and each person who controls such Underwriters (within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act Act) to the same extent reasonably required by such Underwritersas provided in the foregoing with respect to indemnification of PubCo.

Indemnification by Holders. Each To the extent permitted by applicable law, each Holder agrees will, if Registrable Securities held by such Holder are included in the securities as to indemnify which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and hold harmless not jointly with any other holders of Registrable Securities, the Company, each of its directors and officers, directors, partners, members, and employees and each person, if any, Person who controls the Company within the meaning of either section Section 15 of the Securities Act or section 20 of (collectively, the Exchange Act (other than such Holder“Holder Indemnified Parties”), from and against any and all Losses (or actions in respect thereof) to the extent arising out of or based upon on any untrue statement (or alleged untrue statement statement) of a material fact contained in a Registration Statement any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” or prospectus relating other document, in each case related to the Registrable Securities of such Holder registration statement, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising out of or based upon on any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading, 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 insofar as such Losses arise out ofto the extent, or are based upon, any that such untrue statement (or alleged untrue statement) or omission (or allegation thereof based alleged omission) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information regarding such Holder furnished in writing to the Company by such Holder or on such Holder's behalf, in such Holder's capacity as a Holder its authorized representatives and not in his capacity as a director or officer of the Company, if applicable, expressly stated to be specifically for use therein; PROVIDEDprovided, HOWEVERhowever, that with that, except for liability for fraud or willful misrepresentation, in no event shall any indemnity under this Section 3.2 payable by the Holder exceed an amount equal to the net proceeds received by such Holder in respect of the Registrable Securities sold pursuant to any untrue statement or omission or alleged untrue statement or omission made in any preliminary or final prospectus, the registration statement. The indemnity agreement contained in this SUBSECTION 7 will Section 3.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or ny-2525349 action if such settlement is effected without the extent that any such Losses result from the fact that a current copy of the prospectus was not sent or given to the person asserting any such Losses at or prior to the written confirmation of the sale consent of the applicable Registrable Securities to such person if it is determined that it was the responsibility of the Company Holder (which consent shall not be unreasonably withheld or any other person or entity (other than such Holder or such Holder's agent) to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses. Each Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities, their officers and directors, and each person who controls such Underwriters within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act to the extent reasonably required by such Underwritersdelayed).

Indemnification by Holders. Each Holder agrees who holds any Total Shares included in the Registration Statement hereby agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors and officers and its legal counsel and accountants, each underwriter (as defined in the Securities Act), each controlling person of each of the foregoing and each other such Holder, each of its officers, directors, and partners and each personcontrolling person of such Holder, if anyagainst any losses, who controls claims, damages, or liabilities (or actions in respect thereof), including any of the Company within foregoing incurred in the meaning settlement of either section 15 any litigation, commenced or threatened, joint or several, to which any of them may become subject under the Securities Act or section 20 of the Exchange Act under any other statute or at common law, insofar as such losses, claims, damages, or liabilities (other than such Holder), from and against any and all Losses arising or actions in respect thereof) arise out of or are based upon any untrue statement (or alleged untrue statement statement) of a any material fact contained in a any Registration Statement or prospectus relating to under which such securities were registered under the Registrable Securities Act at the request of such Holder pursuant to this Agreement, any preliminary prospectus or final prospectus contained therein, or any summary prospectus issued in connection with any securities being registered, or any amendment or supplement thereto or in any preliminary prospectusthereto, or arising out of or based upon any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only insofar as such Losses arise out of, or are based upon, any in each case to the extent that such untrue statement (or alleged untrue statement) or omission (or allegation thereof based alleged omission) was made in such Registration Statement, preliminary prospectus, summary prospectus, prospectus, or amendment or supplement thereto, solely in reliance upon and in conformity with written information furnished in writing to the Company by such Holder or on such Holder's behalf, in such Holder's capacity as a Holder and not in his capacity as a director or officer of the Company, if applicable, expressly specifically for use therein; PROVIDED, HOWEVER, that and to reimburse such persons for any legal or other expenses reasonably incurred in connection with respect to any untrue statement investigating or omission or alleged untrue statement or omission made in any preliminary or final prospectus, the indemnity agreement contained in this SUBSECTION 7 will not apply to the extent that defending any such Losses result from the fact loss, claim, damage, liability, or action, provided that a current copy of Holder's total liability under any indemnity given pursuant to this Paragraph (b) shall not exceed the prospectus was not sent or given to the person asserting any net proceeds received by such Losses at or prior to the written confirmation of Holder from the sale of the applicable Registrable Securities to such person if it is determined that it was the responsibility of the Company or any other person or entity (other than such Holder or such Holder's agent) to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses. Each Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities, their officers and directors, and each person who controls such Underwriters within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act stock pursuant to the extent reasonably required by such Underwritersregistration.

Indemnification by Holders. Each To the extent permitted by applicable Law, each Holder agrees will, if Registrable Securities held by such Holder are included in the securities as to indemnify which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and hold harmless not jointly with any other Holders of Registrable Securities, the Company, each of its directors and officersRepresentatives, and each person, if any, Person who controls the Company or such Underwriter within the meaning of either section Section 15 of the Securities Act or section 20 of (collectively, the Exchange Act (other than such Holder“Holder Indemnified Parties”), from and against any and all Losses (or actions in respect thereof) to the extent arising out of or based upon on any untrue statement (or alleged untrue statement statement) of a material fact contained in a Registration Statement any registration statement, prospectus, preliminary prospectus, final prospectus, offering circular, “issuer free writing prospectus” or prospectus relating other document, in each case related to the Registrable Securities of such Holder registration statement, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising out of or based upon on any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented legal expenses and any other reasonable and documented expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 2.09, settling any such Losses or action, as such expenses are incurred, in each case to the extent, but only insofar as such Losses arise out ofto the extent, or are based upon, any that such untrue statement (or alleged untrue statement) or omission (or allegation thereof based alleged omission) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information regarding such Holder furnished in writing to the Company by such Holder or on such Holder's behalf, in such Holder's capacity as a Holder its authorized representatives and not in his capacity as a director or officer of the Company, if applicable, expressly stated to be specifically for use therein; PROVIDEDprovided, HOWEVERhowever, that with in no event shall any indemnity under this Section 2.09(b) payable by any Holder exceed an amount equal to the net proceeds (after payment of Selling Expenses) received by each such Holder in respect of the Registrable Securities sold pursuant to any untrue statement or omission or alleged untrue statement or omission made in any preliminary or final prospectus, the registration statement. The indemnity agreement contained in this SUBSECTION 7 will Section 2.09(b) shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the extent that any such Losses result from the fact that a current copy of the prospectus was not sent or given to the person asserting any such Losses at or prior to the written confirmation of the sale consent of the applicable Registrable Securities to such person if it is determined that it was the responsibility of the Company Holder (which consent shall not be unreasonably withheld or any other person or entity (other than such Holder or such Holder's agent) to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses. Each Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities, their officers and directors, and each person who controls such Underwriters within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act to the extent reasonably required by such Underwritersdelayed).

Indemnification by Holders. Each Holder agrees to participating in any registration statement hereunder will and hereby does indemnify and hold harmless harmless, to the Companyfullest extent permitted by law, the General Partner, its directors and directors, officers, employees and agents and each person, if any, Person who controls the Company General Partner (within the meaning of either section 15 of the Securities Act Act) (collectively, the "General Partner Indemnitees") against all losses, claims, damages, liabilities and expenses, joint or section 20 several (including reasonable fees of the Exchange Act (other than counsel and any amounts paid in settlement effected with such Holder)'s consent, from and against which consent shall not be unreasonably withheld) to which any and all Losses arising out of General Partner Indemnitee may become subject under the Securities Act, at common law or based upon otherwise insofar as such losses, claims, damages, liabilities or 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 a Registration Statement or prospectus relating to the any registration statement in which such Holder's Qualified Registrable Securities of such Holder were included or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (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 the General Partner 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 to the extent, but only insofar as such Losses arise out ofto the extent, or are based uponin the cases described in clauses (i) and (ii), any that such untrue statement or omission or allegation thereof based upon is contained in any information furnished in writing to the Company by such Holder or on such Holder's behalf, in such Holder's capacity as a Holder and not in his capacity as a director or officer of the Company, if applicable, expressly for use therein; PROVIDED, HOWEVER, that with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary or final prospectus, the indemnity agreement contained in this SUBSECTION 7 will not apply to the extent that any such Losses result from the fact that a current copy of the prospectus was not sent or given to the person asserting any such Losses at or prior to the written confirmation of the sale of the applicable Registrable Securities to such person if it is determined that it was the responsibility of the Company or any other person or entity (other than such Holder or such Holder's agent) to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses. Each Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities, their officers and directors, and each person who controls such Underwriters within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act to the extent reasonably required by such Underwriters.relating

Indemnification by Holders. Each To the extent permitted by applicable law, each Holder agrees will, if Registrable Securities held by such Holder are included in the securities as to indemnify which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and hold harmless not jointly with any other Holders of Registrable Securities, the Company, each of its directors and officersrepresentatives, and each person, if any, Person who controls the Company or such underwriter within the meaning of either section Section 15 of the Securities Act or section 20 of (collectively, the Exchange Act (other than such Holder“Holder Indemnified Parties”), from and against any and all Losses (or actions in respect thereof) to the extent arising out of or based upon on any untrue statement (or alleged untrue statement statement) of a material fact contained in a Registration Statement any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” or prospectus relating other document, in each case related to the Registrable Securities of such Holder registration statement, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising out of or based upon on any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading, 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 insofar as such Losses arise out ofto the extent, or are based upon, any that such untrue statement (or alleged untrue statement) or omission (or allegation thereof based alleged omission) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information regarding such Holder furnished in writing to the Company by such Holder or on such Holder's behalf, in such Holder's capacity as a Holder its authorized representatives and not in his capacity as a director or officer of the Company, if applicable, expressly stated to be specifically for use therein; PROVIDEDprovided, HOWEVERhowever, that with in no event shall any indemnity under this Section 3.2 payable by the Investor and any Holder exceed an amount equal to the net proceeds received by such Holder in respect of the Registrable Securities sold pursuant to any untrue statement or omission or alleged untrue statement or omission made in any preliminary or final prospectus, the registration statement. The indemnity agreement contained in this SUBSECTION 7 will 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 extent that any such Losses result from the fact that a current copy of the prospectus was not sent or given to the person asserting any such Losses at or prior to the written confirmation of the sale consent of the applicable Registrable Securities to such person if it is determined that it was the responsibility of the Company Holder (which consent shall not be unreasonably withheld or any other person or entity (other than such Holder or such Holder's agent) to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses. Each Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities, their officers and directors, and each person who controls such Underwriters within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act to the extent reasonably required by such Underwritersdelayed).

Indemnification by Holders. Each Purchaser agrees, and each other Holder that is not a signatory to this Agreement agrees by exercising any of its rights hereunder, severally to indemnify and hold harmless the Company, its directors and officers, officers and each person, if any, who controls the Company within the meaning of either section Section 15 of the Securities Act or section Section 20 of the Exchange Act and each underwriter, if any, and each person who controls any underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company set forth above in (other than a), but only with respect to information furnished in writing by such Holder), from and against any and all Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained on its behalf expressly for use in a the Registration Statement or prospectus relating to the Registrable Securities of such Holder or in Shares, any amendment or supplement thereto or in any preliminary prospectus, under the heading "Selling Shareholders" and "Distribution" and provided that the obligation of each Holder to indemnify will be several and not joint. In case any action or arising out of proceeding shall be brought against the Company or based upon any omission its directors or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only insofar as such Losses arise out of, or are based uponofficers, any such untrue statement controlling person, or omission any such underwriter or allegation thereof based upon information furnished controlling person of an underwriter in writing respect of which indemnity may be sought against the Holder, the Holder shall have the rights and duties given to the Company by such Holder or on such Holder's behalf, in such Holder's capacity as a Holder and not in his capacity as a director or officer of the Company, if applicable, expressly for use therein; PROVIDED, HOWEVER, that with respect to any untrue statement and the Company or omission its directors or alleged untrue statement officers or omission made in any preliminary such controlling person or final prospectus, the indemnity agreement contained in this SUBSECTION 7 will not apply to the extent that any such Losses result from underwriter or controlling person of an underwriter shall have the fact that a current copy of the prospectus was not sent or rights and duties given to the person asserting any such Losses at or prior Holder, by the preceding Section 5.01 hereof. Each Purchaser's indemnity obligations under this Section 5.02 shall be limited to the written confirmation of the sale of net sales proceeds actually received in connection with the applicable Registrable Securities to such person if it is determined that it was the responsibility of the Company or any other person or entity (other than such Holder or such Holder's agent) to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses. Each Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities, their officers and directors, and each person who controls such Underwriters within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act to the extent reasonably required by such Underwritersoffering.

Indemnification by Holders. Each Holder agrees to To the extent permitted by law, the Holders will severally (but not jointly and pro rata) indemnify and hold harmless the CompanyParent, its directors successors and officersassigns, its officers and directors, any underwriter (as defined in the 1933 Xxx) xxquested by the Holders, and each person, if any, who controls Parent or any such underwriter requested by the Company Holders within the meaning of either section 15 of the Securities 1933 Act or section 20 of the Exchange Act (other than such Holder)1934 Act, from and against any and all Losses losses, claims, damages, liabilities or actions (joint or several) to which they may become subject under the 1933 Act, the 1934 Act or other federal or state law, arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement or prospectus relating to the Registrable Securities of such Holder or in any amendment or supplement thereto or in registration statement, including any preliminary prospectusprospectus or final prospectus contained therein or any amendments or supplements thereto, or arising out of or based upon any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in the context in which made, not misleading, but only insofar as such Losses arise out of, or are based upon, any ; provided that such untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by such Holder or on such Holder's behalf, in such Holder's capacity as a Holder and not in his capacity as a director or officer of the Company, if applicable, expressly for use therein; PROVIDED, HOWEVER, that with respect to any alleged untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with written information furnished by such Holder expressly for use in such registration by such Holder, or (ii) the failure of any preliminary Holder or final prospectus, any underwriter requested by the indemnity agreement contained in this SUBSECTION 7 will not apply to the extent that any such Losses result from the fact that a current copy of the prospectus was not sent or given to the person asserting any such Losses Holders at or prior to the written confirmation of the sale of the applicable Registrable Securities to such person if it is determined that it was send or arrange delivery of a copy of an amended preliminary prospectus or the responsibility of final prospectus (or the Company final prospectus as amended or any other person or entity (other than such Holder or such Holder's agentsupplemented) to provide the person asserting any such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses. Each Holder also agrees to indemnify and hold harmless any Underwriters of loss, claim, damage, liability or action who purchased the Registrable Securities, their officers Securities which is the subject thereof and directors, and each person who controls such Underwriters within the meaning untrue statement or alleged untrue statement or omission or alleged omission of either section 15 of the Securities Act or section 20 of the Exchange Act to the extent reasonably required by such Underwriters.a material fact made in

Indemnification by Holders. Each Holder agrees will, if securities held -------------------------- by such Holder are included in the securities as to which such registration qualification or compliance is being effected, indemnify the Company and hold harmless the Company, its officers and directors and officers, and each person, if any, entity or individual who controls the Company (within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act (other than such Holder), from Act) and their respective successors in title and assigns against any and all Losses claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based upon on any untrue statement (or alleged untrue statement statement) of a any material fact contained in a Registration Statement any prospectus, offering circular or prospectus relating other document incident to the Registrable Securities of such Holder any registration, 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 based upon any omission (or alleged omission omission) to state therein a any material fact required to be stated therein or necessary to make the statements statement therein not misleading, but only insofar as and such Losses arise out ofHolder will reimburse the Company and its officers, directors, and controlling entities or are based upon, individuals for any legal and any other expenses reasonably by them incurred in connection with investigating or defending any such untrue claim, loss, damage, liability or action; provided, however, that this paragraph (b) shall apply only if (and only to the extent that) such statement or omission or allegation thereof based was made in reliance upon written information furnished in writing to the Company in an instrument duly executed by such Holder or on such Holder's behalfany of its officers, directors, or controlling entities or individuals and stated to be specifically for use in such Holder's capacity as a Holder and not in his capacity as a director or officer of the Company, if applicable, expressly for use therein; PROVIDED, HOWEVER, that with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary or final prospectus, offering circular or other document (or related registration statement, notification or the like) or any amendment or supplement thereto, provided further that the indemnity agreement contained in this SUBSECTION 7 will Section 12(b) shall not apply to the extent that amounts paid in settlement of any such Losses result claims, losses, damages, liabilities and actions if such settlement is effected without the consent of the Holder, which such consent shall not be unreasonably withheld provided further, that in no event shall any indemnity under this Section 12(b) exceed the net proceeds from the fact that a current copy of the prospectus was not sent or given to the person asserting any such Losses at or prior to the written confirmation of the sale of the applicable Registrable Securities to such person if it is determined that it was the responsibility of the Company or any other person or entity (other than such Holder or offering reviewed by such Holder's agent) to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses. Each Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities, their officers and directors, and each person who controls such Underwriters within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act to the extent reasonably required by such Underwriters.

Indemnification by Holders. Each Holder agrees agrees, severally and not jointly, to indemnify and hold harmless harmless, the Company, its directors the Company’s Affiliates, and their respective officers, directors, employees, partners and agents, and each personPerson, if any, who controls the Company within the meaning of either section Section 15 of the Securities Act or section Section 20 of the Exchange Act (other than such Holdereach, a “Company Indemnified Person”), from and against against, and to reimburse each Company Indemnified Person with respect to, any and all Losses Damages, based upon, arising out of or based upon resulting from, (i) any untrue statement or alleged untrue statement of a material fact contained in a any Registration Statement Statement, Prospectus, Preliminary Prospectus or prospectus Issuer Free Writing Prospectus, relating to the offer and sale of Registrable Securities of such Holder Securities, or in any amendment thereof or supplement thereto or in any preliminary prospectusthereto, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary necessary, in light of the circumstances under which they were made, to make the statements therein not misleading, in each case to the extent, but only insofar as such Losses arise out ofto the extent, or are based upon, that any such untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by such Holder or on such Holder's behalf, in such Holder's capacity as a Holder and not in his capacity as a director or officer of the Company, if applicable, expressly for use therein; PROVIDED, HOWEVER, that with respect to any untrue statement or omission or alleged untrue statement or alleged omission was made in such Registration Statement, Prospectus, Preliminary Prospectus or Free Writing Prospectus, or any preliminary amendment thereof or final prospectussupplement thereto, in strict conformity with information relating to any Holder furnished to the Company in writing by such Holder or Holder Indemnified Person expressly for use therein and (ii) any violation or alleged violation by such Holder of the Securities Act, the indemnity agreement contained Exchange Act, any federal or state securities law or any rule or regulation promulgated under the Securities, the Exchange Act or any federal or state securities law in this SUBSECTION 7 connection with any Registration Statement, Prospectus, Preliminary Prospectus or Issuer Free Writing Prospectus, relating to the Registrable Securities, or any amendment thereof or supplement thereto; provided, however, the liability of each Holder will be in proportion to, and such liability will be limited to, the gross amount received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement; provided, further, that a Holder shall not apply be liable in any case to the extent that any such Losses result from the fact that a current copy of the prospectus was not sent or given to the person asserting any such Losses at or prior to the written confirmation filing of the sale of the applicable Registrable Securities to any such person if it is determined that it was the responsibility of the Company Registration Statement, Prospectus, Preliminary Prospectus or Free Writing Prospectus, or any other person amendment thereof or entity (other than supplement thereto, such Holder or such Holder's agent) has furnished in writing to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses. Each Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable SecuritiesCompany, their officers and directorsinformation expressly for use in, and each person who controls such Underwriters within the meaning a reasonable period of either section 15 of the Securities Act or section 20 of the Exchange Act time prior to the extent reasonably required by effectiveness of, such UnderwritersRegistration Statement, Prospectus, Preliminary Prospectus or Free Writing Prospectus, or any amendment thereof or supplement thereto which corrected or made not misleading information previously provided to the Company.

Indemnification by Holders. Each To the extent permitted by applicable law, each Holder agrees will, if Registrable Securities held by such Holder are included in the securities as to indemnify which such registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and hold harmless not jointly, the Company, each of its directors and directors, officers, partners, members, managers, shareholders, accountants, attorneys, agents and employees, each personunderwriter, 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 either section 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 or section 20 of (collectively, the Exchange Act (other than such Holder“Holder Indemnified Parties”), from against all expenses, claims, losses, damages, costs (including costs of preparation and against 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 all Losses other and liabilities (or actions in respect thereof) arising out of or based upon on any untrue statement (or alleged untrue statement statement) of a material fact contained in a Registration Statement any registration statement, prospectus, preliminary prospectus, offering circular or prospectus relating to the Registrable Securities of such Holder other document, or in any amendment or supplement thereto incident to any such registration, qualification or in any preliminary prospectus, or arising out of compliance or based upon on any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading, but only insofar as or any violation by such Losses arise out 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 based uponincurred, any in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or allegation thereof based alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished in writing to the Company by such Holder or on such Holder's behalf, in such Holder's capacity as a Holder and not in his capacity as a director or officer of the Company, if applicable, expressly stated to be specifically for use therein; PROVIDED, HOWEVERprovided, however, that with respect 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 Holder from the sale of Registrable Securities included in such registration exceeds the amount of any other losses, expenses, settlements, damages, claims and liabilities that such Holder has been required to any pay by reason of such untrue statement or alleged untrue statement or omission or alleged untrue statement omission or omission made in any preliminary or final prospectus, the violation. The indemnity agreement contained in this SUBSECTION 7 will 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 extent that 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 Losses result from 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 fact that Company or the underwriters failed to deliver a current copy of the final or amended prospectus was not sent or given to the person asserting any such Losses at or prior to the written confirmation of the sale of the applicable Registrable Securities to the Person asserting any such person if it loss, claim, damage or liability in any case in which such delivery is determined that it was the responsibility of the Company or any other person or entity (other than such Holder or such Holder's agent) to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses. Each Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities, their officers and directors, and each person who controls such Underwriters within the meaning of either section 15 of required by the Securities Act or section 20 of the Exchange Act to the extent reasonably required by such UnderwritersAct.

Indemnification by Holders. Each Holder agrees to To the extent permitted by law, the Holders will severally (but not jointly and pro rata) indemnify and hold harmless the CompanyParent, its directors successors and officersassigns, its officers and directors, any underwriter (as defined in the 0000 Xxx) requested by the Holders, and each person, if any, who controls Parent or any such underwriter requested by the Company Holders within the meaning of either section 15 of the Securities 1933 Act or section 20 of the Exchange Act (other than such Holder)1934 Act, from and against any and all Losses losses, claims, damages, liabilities or actions (joint or several) to which they may become subject under the 1933 Act, the 1934 Act or other federal or state law, arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement or prospectus relating to the Registrable Securities of such Holder or in any amendment or supplement thereto or in registration statement, including any preliminary prospectusprospectus or final prospectus contained therein or any amendments or supplements thereto, or arising out of or based upon any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in the context in which made, not misleading, but only insofar as such Losses arise out of, or are based upon, any ; provided that such untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by such Holder or on such Holder's behalf, in such Holder's capacity as a Holder and not in his capacity as a director or officer of the Company, if applicable, expressly for use therein; PROVIDED, HOWEVER, that with respect to any alleged untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with written information furnished by such Holder expressly for use in such registration by such Holder, or (ii) the failure of any preliminary Holder or final prospectus, any underwriter requested by the indemnity agreement contained in this SUBSECTION 7 will not apply to the extent that any such Losses result from the fact that a current copy of the prospectus was not sent or given to the person asserting any such Losses Holders at or prior to the written confirmation of the sale of the applicable Registrable Securities to such person if it is determined that it was send or arrange delivery of a copy of an amended preliminary prospectus or the responsibility of final prospectus (or the Company final prospectus as amended or any other person or entity (other than such Holder or such Holder's agentsupplemented) to provide the person asserting any such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses. Each Holder also agrees to indemnify and hold harmless any Underwriters of loss, claim, damage, liability or action who purchased the Registrable Securities, their officers Securities which is the subject thereof and directors, and each person who controls such Underwriters within the meaning untrue statement or alleged untrue statement or omission or alleged omission of either section 15 of the Securities Act or section 20 of the Exchange Act to the extent reasonably required by such Underwriters.a material fact made in

Indemnification by Holders. Each In connection with any offering in which a Holder agrees is participating pursuant to Article II hereof, to the fullest extent permitted by applicable law, such Holder, by exercising its registration rights under this Agreement, agrees, severally and not jointly, to defend, indemnify and hold harmless the Company, each of its directors directors, officers and officersAffiliates, and each person, if any, Person who controls the Company within the meaning of either section 15 the Securities Act or the Exchange Act, and each other Holder and each Person controlling such Holder within the meaning of the Securities Act or section 20 of the Exchange Act (other than such Holdercollectively, the “Holder Indemnified Parties”), from and against all Liabilities to which any and all Losses arising of them may become subject, that arise out of or are based upon (i) any untrue statement (or alleged untrue statement statement) of a material fact contained in a Registration Statement any registration statement or prospectus relating or (ii) any omission (or alleged omission) to the Registrable Securities of such Holder or state in any amendment registration statement or supplement thereto or in any preliminary prospectus, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made), not misleading, but only insofar as such Losses to the extent that Liabilities arise out of, of or are based upon, any such untrue on a statement or alleged statement or omission or allegation thereof based alleged omission in such registration statement or prospectus that was made in reliance upon and in conformity with written information furnished in writing to the Company by such Holder or on such Holder's behalf, in such Holder's capacity as a Holder and not in his capacity as a director or officer of the Company, if applicable, expressly stated to be specifically for use therein; PROVIDEDand such Holder will reimburse each of the Holder Indemnified Parties for any reasonable legal and any other expenses reasonably incurred in connection with investigating, HOWEVERpreparing or defending any such Liability as such expenses are incurred; provided, however, that with respect in no event shall any indemnity under this Section 3.2 payable by a Holder exceed the amount by which the net proceeds (after deducting underwriting discounts and commissions) actually received by such Holder from the sale of Registrable Securities included in such registration subject to the Proceedings exceeds the amount of any other Liabilities that such Holder has been required to pay by reason of such untrue or alleged untrue statement or omission or alleged untrue statement omission. Such indemnity shall remain in full force and effect regardless of any investigation made by or omission made in any preliminary or final prospectuson behalf of a Holder Indemnified Party, shall survive the indemnity agreement contained in this SUBSECTION 7 will not apply to the extent that any such Losses result from the fact that a current copy of the prospectus was not sent or given to the person asserting any such Losses at or prior to the written confirmation of the sale of the applicable Registrable Securities to such person if it is determined that it was the responsibility of the Company or any other person or entity (other than such Holder or such Holder's agent) to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses. Each Holder also agrees to indemnify and hold harmless any Underwriters transfer of the Registrable Securities, their officers and directorsSecurities by the Holders, and each person who controls such Underwriters within shall be in addition to any liability which the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act to the extent reasonably required by such UnderwritersHolder may otherwise have.

Indemnification by Holders. Each Holder agrees to In the event of a Registration Statement, each Holder, severally and not jointly, shall indemnify and hold harmless the CompanyIssuer, its directors and officersrespective Affiliates, and each person, if any, person who controls the Company Issuer, as the case may be, or any such Affiliates within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act and their respective officers, directors, employees, representatives and agents (other than such Holdercollectively referred to for purposes of this Section 6(b) and Section 6(d) as the "Indemnified Issuers"), from and against any and all Losses arising loss, claim, damage or liability, joint or several, or any action in respect thereof, to which the Indemnified Issuers may become subject, whether commenced or threatened, under the Securities Act, the Exchange Act, any other federal or state statutory law or regulation, at common law or otherwise, insofar as such loss, claim, damage, liability or action arises out of of, or is based upon upon, (i) any untrue statement or alleged untrue statement of a material fact contained in a any such Registration Statement or any prospectus relating to the Registrable Securities of such Holder forming part thereof or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon any (ii) 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 therein, in the light of the circumstances under which they were made, not misleading, but in each case only insofar as such Losses arise out of, or are based upon, any such to the extent that the untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by such Holder or on such Holder's behalf, in such Holder's capacity as a Holder and not in his capacity as a director or officer of the Company, if applicable, expressly for use therein; PROVIDED, HOWEVER, that with respect to any alleged untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with any preliminary information included in any Registration Statement in reliance upon or final prospectus, the indemnity agreement contained in this SUBSECTION 7 will not apply conformity with written information furnished to the extent that Issuer by or on behalf of any Holder specifically for use therein, and shall reimburse the Indemnified Issuers for any legal or other expenses reasonably incurred by the Indemnified Issuers in connection with investigating or defending or preparing to defend against or appearing as a third party witness in connection with any such Losses result from the fact loss, claim, damage, liability or action as such expenses are incurred; provided, however, that a current copy no such Holder shall be liable for any indemnity claims hereunder in excess of the prospectus was not sent or given to the person asserting any amount of net proceeds received by such Losses at or prior to the written confirmation of Holder from the sale of the applicable Registrable Securities pursuant to such person if it is determined that it was the responsibility of the Company or any other person or entity (other than such Holder or such Holder's agent) to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses. Each Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities, their officers and directors, and each person who controls such Underwriters within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act to the extent reasonably required by such UnderwritersRegistration Statement.

Indemnification by Holders. Each To the extent permitted by law, each Holder agrees to (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 hold harmless the Companyits agents, its officers and directors and officers, and each person, if any, who controls the Company any thereof within the meaning of either section Section 15 of the Securities Act Act, and their respective successors against all claims, losses, damages and liabilities (or section 20 of the Exchange Act (other than such Holder), from and against any and all Losses actions in respect thereof) arising out of or based upon on any untrue statement (or alleged untrue statement statement) of a material fact contained in a Registration Statement any prospectus, offering circular or prospectus relating other documents incident to the Registrable Securities of such Holder any registration, 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 based upon any omission (or alleged omission omission) to state therein a material fact required to be so stated therein or necessary to make the statements therein not misleading, but only insofar as such Losses arise out of, misleading and will reimburse the Company and each other person indemnified pursuant to this paragraph (b) for any legal and any other fees and expenses reasonably incurred in connection with investigating or are based upon, defending any such untrue claim, loss, damage, liability or action, provided, however, that this paragraph (b) shall apply only if (and only to the extent that) such statement or omission or allegation thereof based was made in reliance upon and in strict conformity with written information (including, without limitation, written negative responses to inquiries) furnished in writing to the Company by such Holder or on behalf of such Holder's behalf, underwriter or selling broker and stated to be specifically for use in such Holder's capacity as a Holder and not in his capacity as a director prospectus, offering circular or officer of other document (or related registration statement, notification or the Company, if applicable, expressly for use thereinlike) or any amendment or supplement thereto; PROVIDED, HOWEVERprovided, that with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary or final prospectus, the indemnity agreement contained in this SUBSECTION 7 will Section 8(b) shall not apply to the extent that amounts paid in settlement or any such Losses result from claim, loss, damage, liability or action if such settlement is effected without the fact that a current copy consent of the prospectus was Holder or underwriter, as the case may be, which consent shall not sent or given be unreasonably withheld and provided, further, that the obligation of any such Holder shall be limited to an amount equal to the person asserting any net proceeds received by such Losses at or prior to the written confirmation of Holder from the sale of the applicable Registrable Registered Securities to in such person if it is determined that it was the responsibility of the Company offering contemplated herein, unless such claim, loss, damage, liability or any other person or entity (other than such Holder or action resulted from such Holder's agent) to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses. Each Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities, their officers and directors, and each person who controls such Underwriters within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act to the extent reasonably required by such Underwritersfraudulent misconduct.

Indemnification by Holders. Each To the extent permitted by applicable law, each Holder agrees will, 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 and hold harmless the Company, each of its directors current and former officers, directors, agents and employees, each personunderwriter, if any, of the Company’s securities covered by such registration, each Person who controls the Company or such underwriter within the meaning of either section Section 15 of the Securities Act or section 20 of (collectively, the Exchange Act (other than such Holder“Holder Indemnified Parties”), from against all expenses, claims, losses, damages and against any and all Losses liabilities (or actions in respect thereof) to the extent arising out of or based upon on any untrue statement (or alleged untrue statement statement) of a material fact contained in a Registration Statement any registration statement, prospectus, preliminary prospectus, offering circular or prospectus relating other document, in each case related to the Registrable Securities of such Holder registration statement, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising out of or based upon on any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable documented out-of-pocket legal expenses and any other reasonable documented out-of-pocket expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, as such expenses are incurred, in each case to the extent, but only insofar as such Losses arise out ofto the extent, or are based upon, any that such untrue statement (or alleged untrue statement) or omission (or allegation thereof based alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished in writing to the Company by such Holder or on such Holder's behalf, in such Holder's capacity as a Holder and not in his capacity as a director or officer of the Company, if applicable, expressly stated to be specifically for use therein; PROVIDEDprovided, HOWEVERhowever, that with in no event shall any indemnity under this Section 3.2 payable by KXXX and any Holder (collectively) exceed an amount equal to the proceeds received by KXXX and each Holder (in the aggregate) in respect of the Registrable Securities sold pursuant to any untrue statement or omission or alleged untrue statement or omission made in any preliminary or final prospectus, the registration statement. The indemnity agreement contained in this SUBSECTION 7 will 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 extent that any such Losses result from the fact that a current copy of the prospectus was not sent or given to the person asserting any such Losses at or prior to the written confirmation of the sale consent of the applicable Registrable Securities to such person if it is determined that it was the responsibility of the Company Holder (which consent shall not be unreasonably withheld or any other person or entity (other than such Holder or such Holder's agent) to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses. Each Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities, their officers and directors, and each person who controls such Underwriters within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act to the extent reasonably required by such Underwritersdelayed).

Indemnification by Holders. Each Holder agrees to of Registrable Securities participating in any registration hereunder shall severally and not jointly, indemnify and hold harmless harmless, to the Companyfullest extent permitted by law, Interland, its directors directors, officers, employees, affiliates and officersagents, and each person, if any, Person who controls the Company Interland (within the meaning of either section 15 of the Securities Act Act) (collectively, "Interland Indemnified Parties") against all losses, claims, damages, liabilities and expenses, joint or section 20 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 Interland Indemnified Party may become subject under the Securities Act, the Exchange Act Act, any other federal law, any state or common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (other than such Holder)or actions or proceedings, from and against any and all Losses arising out of whether commenced or based upon threatened, in respect thereof) are caused by (i) any untrue statement or alleged untrue statement of a material fact contained in a any Registration Statement or prospectus relating to the in which such Holder's Registrable Securities of such Holder were included or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary, final or summary prospectus any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary, final or summary prospectus (as amended or supplemented if Interland 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, and in the cases described in clauses (i) and (ii) of this Section 3.2, to the extent, but only insofar as such Losses arise out ofto the extent, or are based upon, any that such untrue statement or omission or allegation thereof based upon is contained in any information furnished in writing to the Company by such Holder or on relating to such Holder's behalf, Holder specifically stating that it is for use in the preparation of the documents described in such Holder's capacity as a clauses (i) and (ii) and Interland does not know, at the time such information is included in the Registration Statement, prospectus, preliminary prospectus, amendment or supplement that such information is false or misleading; (iii) any violation by such Holder of the 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 not relating to action of or inaction by such Holder in his capacity as a director or officer of the Company, if applicable, expressly for use thereinconnection with any such registration; PROVIDED, HOWEVER, that and (iv) 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 Interland has previously furnished copies thereof to such Holder in compliance with this Agreement and the loss, claim, damage, liability or expense of such Interland Indemnified Party results from an untrue statement or omission or alleged untrue statement or omission made in any preliminary or final prospectus, the indemnity agreement of a material fact relating to information provided by such Holder contained in such preliminary prospectus which was corrected in the prospectus (or the prospectus as amended or supplemented); provided, however, that the liability of such Holder under this SUBSECTION 7 will not apply Section 3.2 shall be limited to the extent that any such Losses result from the fact that a current copy of the prospectus was not sent or given to the person asserting any such Losses at or prior to the written confirmation of the sale of the applicable Registrable Securities to such person if it is determined that it was the responsibility of the Company or any other person or entity (other than net proceeds received by such Holder or such Holder's agent) to provide such person with a current copy of in the prospectus and such current copy of the prospectus would have cured the defect offering giving rise to such Lossesliability. Each Holder also agrees to indemnify Such indemnity obligation shall remain in full force and hold harmless effect regardless of any Underwriters investigation made by or on behalf of Interland Indemnified Parties (except as provided above) and shall survive the Registrable Securities, their officers and directors, and each person who controls transfer of such Underwriters within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act to the extent reasonably required securities by such UnderwritersHolder.

Indemnification by Holders. Each Holder agrees to will, severally and not jointly, indemnify and hold harmless the Company, each of its directors and officersdirectors, each of its officers who has signed the Registration Statement and each personother Person, if any, who controls the Company Company, within the meaning of either section 15 the Securities Act, each underwriter of Registrable Securities and each Person, if any, who controls any such underwriter within the meaning of the Securities Act (collectively, the “Company Indemnitees” and, individually, a “Company Indemnitee”) against all losses, claims, damages, costs (including without limitation reasonable attorney’s fees) or section 20 liabilities, joint or several, to which any of the Exchange Company Indemnitees may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, costs (other than such Holder), from and against any and all Losses arising including without limitation reasonable attorney’s fees) or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in a such Registration Statement Statement, or prospectus relating to the Registrable Securities of such Holder Prospectus contained therein, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising arise out of or are based upon any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only insofar as if, and to the extent that, such Losses arise out of, or are based upon, any such untrue statement or omission or allegation thereof based was in reliance upon and in conformity with written information furnished in writing to the Company by such Holder or on such Holder's behalf, in such Holder's capacity as a Holder and not in his capacity as a director or officer of the Company, if applicable, expressly specifically for use therein; PROVIDED, HOWEVER, that with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary or final prospectusthe preparation thereof. Notwithstanding the foregoing, the indemnity agreement contained in this SUBSECTION 7 will not apply indemnification obligation of each Holder herein shall be limited to the extent that any net proceeds received by such Losses result from the fact that a current copy of the prospectus was not sent or given to the person asserting any such Losses at or prior to the written confirmation of Holder in the sale of the applicable Registrable Securities to such person if it is determined that it was effected by the responsibility of the Company or any other person or entity (other than such Holder or such Holder's agent) to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses. Each Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities, their officers and directors, and each person who controls such Underwriters within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act to the extent reasonably required by such UnderwritersRegistration Statement.

Indemnification by Holders. Each Holder agrees to To the extent permitted by law, -------------------------- each participating holder of Registrable Securities will indemnify and hold harmless the Company, each of its directors and officersdirectors, and each of its officers who has signed the registration statement, each person, if any, who controls the Company within the meaning of either section Section 15 of the Securities Act or section 20 Act, and each agent and any underwriter for the Company (within the meaning of the Exchange Act Act) against all claims, losses, damages and liabilities (other than such Holder), from and against any and all Losses or actions in respect thereof) arising out of or based upon on any untrue statement (or alleged untrue statement of statement) or a material fact contained in a Registration Statement or prospectus any registration statement relating to the Registrable Securities of such Holder (or in any amendment related registration statement, notification or supplement thereto the like) or in any preliminary prospectus, or arising out of or based upon any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only insofar as and will reimburse the Company and each such Losses arise out ofdirector, officer or are based upon, controlling person for any legal or any other expenses reasonably incurred in connection with investigating or defending any such untrue statement claim, loss, damage, liability or omission or allegation thereof based upon information furnished in writing to action and will enter into an indemnification agreement with the Company by and each such Holder person containing customary provisions, including provisions for contribution, as the Company or on each such Holder's behalfperson shall reasonably request; provided, in such Holder's capacity as a Holder and not in his capacity as a director or officer of the Company, if applicable, expressly for use therein; PROVIDED, HOWEVERhowever, that with respect to any untrue statement or omission or alleged untrue statement or omission made no holder of Registrable Securities will be liable in any preliminary or final prospectus, the indemnity agreement contained in this SUBSECTION 7 will not apply such case except to the extent that any such Losses result from the fact that a current copy claim, loss, damage or liability arises out of the prospectus was not sent or given is based on any untrue statement or omission based upon written information furnished to the person asserting Company by such holder and stated to be specifically for use therein; and provided, further, that no holder of Registrable Securities will be liable under this section for any losses, costs, damages or expenses exceeding in aggregate the proceeds to such holder in such offering; and, provided further, however, that the indemnity contained in this Section 5.8 shall not apply to amounts paid in settlement of any such Losses at loss, claim, damage, liability, or prior to action (if such settlement is effected without the written confirmation consent of the sale of the applicable Registrable Securities to such person if it is determined that it was the responsibility of the Company or any other person or entity (other than such Holder or such Holder's agent) to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses. Each Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Securitiesholder, their officers and directors, and each person who controls such Underwriters within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act to the extent reasonably required by such Underwriterswhich consent will not be unreasonably withheld).

Indemnification by Holders. Each To the extent permitted by applicable law, each Holder agrees will, if Registrable Securities held by such Holder are included in the securities as to indemnify which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, jointly and hold harmless severally, the Company, each of its directors and officersrepresentatives, and each person, if any, Person who controls the Company or such underwriter within the meaning of either section Section 15 of the Securities Act or section 20 of (collectively, the Exchange Act (other than such Holder“Holder Indemnified Parties”), from and against any and all Losses (or actions in respect thereof) to the extent arising out of or based upon on any untrue statement (or alleged untrue statement statement) of a material fact contained in a Registration Statement any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” or prospectus relating other document, in each case related to the Registrable Securities of such Holder registration statement, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising out of or based upon on any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading, 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 insofar as such Losses arise out ofto the extent, or are based upon, any that such untrue statement (or alleged untrue statement) or omission (or allegation thereof based alleged omission) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information regarding such Holder furnished in writing to the Company by such Holder or on its authorized representatives in connection with such Holder's behalf, in such Holder's capacity as a Holder and not in his capacity as a director or officer of the Company, if applicable, registration expressly for use therein; PROVIDED, HOWEVER, that with respect to any untrue in the registration statement or omission or alleged untrue statement or omission made in any preliminary or final prospectus, the . The indemnity agreement contained in this SUBSECTION 7 will 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 extent that any such Losses result from the fact that a current copy prior written consent of the prospectus was applicable Holder (which consent shall not sent be unreasonably withheld or given to delayed). In no event shall the person asserting liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Losses at or prior to the written confirmation of Holder upon the sale of the applicable Registrable Securities to such person if it is determined that it was the responsibility of the Company or any other person or entity (other than such Holder or such Holder's agent) to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses. Each Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities, their officers and directors, and each person who controls such Underwriters within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act to the extent reasonably required by such Underwritersindemnification obligation.

Indemnification by Holders. Each Holder severally agrees to -------------------------- indemnify and hold harmless the Company, each of its directors and officersofficers (including each officer of the Company who signed the Registration Statement), and each person, if any, who controls the Company Company, within the meaning of either section 15 the Securities Act and the Exchange Act, any underwriter and any Holder selling securities under such Registration Statement or any of such other Holder's partners, directors or officers or any person who controls such Holder within the meaning of the Securities Act or section 20 of the Exchange Act (other than such Holder)Act, from and against any and all Losses arising out loss, liability, claim, damage and expenses described in the indemnity contained in Section 8(a) hereof (provided, however, that any settlement described in Section -------- ------- 8(a) (ii) hereof is effected with the written consent of or based upon any such Holder, which consent shall not be unreasonably withheld), as incurred, but only with respect to such untrue statement or omission, or alleged untrue statement of a material fact contained statements or omissions, made in a Registration Statement (or prospectus relating to the Registrable Securities of such Holder any amendment thereto) or in any Prospectus (or any amendment or supplement thereto or thereto) in any preliminary prospectus, or arising out of or based reliance upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only insofar as such Losses arise out of, or are based upon, any such untrue statement or omission or allegation thereof based upon and in conformity with written information furnished in writing to the Company by such the Holder or on such Holder's behalf, in such Holder's capacity as a Holder and not in his capacity as a director or officer of the Company, if applicable, expressly for use therein; PROVIDED, HOWEVER, that with respect in such Registration Statement (or any amendment thereto) or such Prospectus (or any amendment or supplement thereto). If the Holder elects to any untrue statement include Registrable Shares in an Underwritten Offering pursuant to Section 3 or omission or alleged untrue statement or omission made in any preliminary or final prospectus4 hereof, the indemnity agreement contained in this SUBSECTION 7 will not apply Holder shall be required to the extent that any such Losses result from the fact that a current copy of the prospectus was not sent or given to the person asserting any such Losses at or prior to the written confirmation of the sale of the applicable Registrable Securities agree to such person if it is determined that it was the responsibility of the Company or any other person or entity (other than such Holder or such Holder's agent) to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses. Each Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities, their officers and directors, and each person who controls such Underwriters within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act to the extent reasonably indemnification provisions as may be required by the underwriter in connection with such UnderwritersUnderwritten Offering.

Indemnification by Holders. Each In connection with the Shelf Registration, each Holder agrees to shall severally indemnify and hold harmless the Company, its directors directors, officers and officers, agents and each personPerson, if any, who controls the Company (within the meaning of either section 15 of the Securities Act or section 20 the Exchange Act) (the Company and any such other Person hereinafter referred to as a "Company Indemnitee") against all losses, claims, damages, liabilities and expenses (including, without limitation, the reasonable fees and expenses of counsel, accountants and other advisors retained in connection therewith), or actions in respect thereof, to which any such Company Indemnitee may become subject, under the Securities Act or the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities and expenses (other than such Holder), from and against any and all Losses arising or actions in respect thereof) arise out of or are based upon (i) a Holder's failure to deliver a prospectus in accordance with the requirements of the Securities Act or (ii) any untrue statement or alleged untrue statement of a any material fact contained in a the Shelf Registration Statement Statement, Prospectus or prospectus relating to the Registrable Securities of such Holder preliminary prospectus, or in any amendment or supplement thereto or in to any preliminary prospectusof the foregoing, or arising arise out of or are based upon any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, in each case, to the extent, but only insofar as such Losses arise out ofto the extent, or are based upon, any that such untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by such Holder or on such Holder's behalf, in such Holder's capacity as a Holder and not in his capacity as a director or officer of the Company, if applicable, expressly for use therein; PROVIDED, HOWEVER, that with respect to any alleged untrue statement or omission or alleged untrue statement or omission was made by the Company in any preliminary or final prospectus, the indemnity agreement contained reliance upon and in this SUBSECTION 7 will not apply conformity with information furnished to the extent that Company by or on behalf of a Holder (including the Holder Information and the Plan of Distribution); and, subject to Section 6.3, such Holder shall reimburse the Company Indemnitee for any legal or other expenses reasonably incurred by the Company Indemnitee in connection with investigating or defending against any such Losses result from the fact that a current copy of the prospectus was not sent loss, claim, damage or given to the person asserting any such Losses at liability (or prior to the written confirmation of the sale of the applicable Registrable Securities to such person if it is determined that it was the responsibility of the Company or any other person or entity (other than such Holder or such Holder's agent) to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses. Each Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities, their officers and directors, and each person who controls such Underwriters within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act to the extent reasonably required by such Underwritersaction in respect thereof).

Indemnification by Holders. Each Holder agrees will, if 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 CompanyTimberline Resources, each of its directors and directors, officers, partners, legal counsel, and accountants and each personunderwriter, if any, of Timberline Resources' securities covered by such a registration statement, each person who controls the Company Timberline Resources or such underwriter within the meaning of either section Section 15 of the Securities Act Act, each other such Holder and Other Stockholder, and each of their officers, directors, and partners, and each person controlling such Holder or section 20 of the Exchange Act Other Stockholder, against all claims, losses, damages and liabilities (other than such Holder), from and against any and all Losses or actions in respect thereof) arising out of or based upon on any untrue statement (or alleged untrue statement statement) of a material fact contained in a Registration Statement or prospectus relating to the Registrable Securities of any such Holder or in any amendment or supplement thereto or in any preliminary registration statement, prospectus, offering circular, or arising out of other document, or based upon any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse Timberline Resources and such Holders, Other Stockholders, directors, officers, partners, legal counsel, and accountants, persons, underwriters, or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability, or action, in each case to the extent, but only insofar as such Losses arise out ofto the extent, or are based upon, any that such untrue statement (or alleged untrue statement) or omission (or allegation thereof based alleged omission) is made in such registration statement, prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished in writing to the Company Timberline Resources by such Holder or on such Holder's behalf, in such Holder's capacity as a Holder and not in his capacity as a director or officer of the Company, if applicable, expressly stated to be for use therein; PROVIDEDtherein provided, HOWEVERhowever, that with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary or final prospectus, the indemnity agreement contained in this SUBSECTION 7 will obligations of such Holder hereunder shall not apply to the extent that amounts paid in settlement of any such Losses result from claims, losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the fact that a current copy prior written consent of the prospectus was not sent or given to the person asserting any such Losses at or prior to the written confirmation of the sale of the applicable Registrable Securities to such person if it is determined that it was the responsibility of the Company or any other person or entity (other than such Holder or such Holder's agent) to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses. Each Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities, their officers and directors, and each person who controls such Underwriters within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act to the extent reasonably required by such Underwriters(which consent shall not be unreasonably withheld).

Indemnification by Holders. Each Holder agrees shall, if Registrable Securities held by such Holder are included in the securities as to indemnify which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and hold harmless not jointly with any other Holders of Registrable Securities, the CompanyCompany and each of its current and former officers, its directors directors, partners, members, managers, shareholders, agents, employees and officersAffiliates, and each person, if any, Person who controls the Company or such underwriter within the meaning of either section Section 15 of the Securities Act or section 20 of (collectively, the Exchange Act (other than such Holder“Holder Indemnified Parties”), from and against any and all Losses (or actions in respect thereof) to the extent arising out of or based upon on any untrue statement (or alleged untrue statement statement) of a material fact contained in a Registration Statement any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” or prospectus relating other document, in each case related to the Registrable Securities of such Holder registration statement, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising out of or based upon on any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading, 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 insofar as such Losses arise out ofto the extent, or are based upon, any that such untrue statement (or alleged untrue statement) or omission (or allegation thereof based alleged omission) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information regarding such Holder furnished in writing to the Company by such Holder or on such Holder's behalf, in such Holder's capacity as a Holder its authorized representatives and not in his capacity as a director or officer of the Company, if applicable, expressly stated to be specifically for use therein; PROVIDEDprovided, HOWEVERhowever, that with in no event shall any indemnity under this Section 4.2 payable by the Lenders and any Holder exceed an amount equal to the net proceeds received by such Holder in respect of the sale of the Registrable Securities giving rise to any untrue statement or omission or alleged untrue statement or omission made in any preliminary or final prospectus, the such indemnification obligation. The indemnity agreement contained in this SUBSECTION 7 will Section 4.2 shall not apply to amounts paid in settlement of any Losses or action if such settlement is effected without the extent that any such Losses result from the fact that a current copy of the prospectus was not sent or given to the person asserting any such Losses at or prior to the written confirmation of the sale consent of the applicable Registrable Securities to such person if it is determined that it was the responsibility of the Company Holder (which consent shall not be unreasonably withheld or any other person or entity (other than such Holder or such Holder's agent) to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses. Each Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities, their officers and directors, and each person who controls such Underwriters within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act to the extent reasonably required by such Underwritersdelayed).

Indemnification by Holders. Each Holder agrees will, if 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 CompanyAXT, xxch of its directors and officersofficers and its legal counsel and independent accountants, and each personunderwriter, if any, of AXT'x xxxurities covered by such a registration statement, each person who controls the Company AXT xx such underwriter within the meaning of either section Section 15 of the Securities Act Act, and each other such Holder, and such Holder's legal counsel and independent accountants, against all claims, losses, damages and liabilities (or section 20 actions in respect thereof), including any of the Exchange Act (other than such Holder)foregoing incurred in settlement of any litigation, from and against any and all Losses commenced or threatened, arising out of or based upon on any untrue statement (or alleged untrue statement statement) of a material fact contained in a Registration Statement or prospectus relating to the Registrable Securities of any such Holder or in any amendment or supplement thereto or in any preliminary registration statement, prospectus, offering circular or arising out of other document, or based upon any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse AXT, xxch Holders, such directors, officers, legal counsel, independent accountants, underwriters or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim loss, damage, liability or action, in each case to the extent, but only insofar as such Losses arise out ofto the extent, or are based upon, any that such untrue statement (or alleged untrue statement) or omission (or allegation thereof based alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished in writing to the Company by AXT xx such Holder or on such Holder's behalf, in such Holder's capacity as a Holder and not in his capacity as a director or officer of the Company, if applicable, expressly for use therein; PROVIDEDprovided, HOWEVERhowever, that with respect the obligations of such Holders hereunder shall be several and not joint and shall be limited to any untrue statement or omission or alleged untrue statement or omission made in any preliminary or final prospectus, the indemnity agreement contained in this SUBSECTION 7 will not apply an amount equal to the extent that any respective net proceeds before expenses and commissions to each such Losses result from the fact that a current copy Holder of the prospectus was not sent or given to the person asserting any such Losses at or prior to the written confirmation of the sale of the applicable Registrable Securities to such person if it is determined that it was the responsibility of the Company or any other person or entity (other than such Holder or such Holder's agent) to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses. Each Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities, their officers and directors, and each person who controls such Underwriters within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act to the extent reasonably required by such Underwriterssold as contemplated herein.

Indemnification by Holders. Each Holder Holder, if Registrable Securities held by it are included in the securities as to which a registration is being effected, agrees to to, severally and not jointly, indemnify and hold harmless harmless, to the Companyfullest extent permitted by law, the relevant IPO Entity, its directors and officers, each other Person who participates as an Underwriter in the offering or sale of such securities of the relevant IPO Entity and its Agents and each person, if any, Person who controls the Company such IPO Entity or any such Underwriter (within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act (other than such Holder), from Act) and its Agents against any and all Losses arising Claims, insofar as such Claims arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in a any Registration Statement or Prospectus (including any preliminary, final or summary prospectus relating to the Registrable Securities of such Holder or in and any amendment or supplement thereto or in any preliminary prospectusthereto) related to such registration, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, but only insofar as such Losses arise out ofto the extent, or are based upon, any that such untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by such Holder or on such Holder's behalf, in such Holder's capacity as a Holder and not in his capacity as a director or officer of the Company, if applicable, expressly for use therein; PROVIDED, HOWEVER, that with respect to any alleged untrue statement or omission or alleged untrue statement or omission was made in any preliminary or final prospectusreliance upon and in conformity with written information furnished to such IPO Entity in an instrument duly executed by such Holder specifically stating that it was expressly for use therein; provided, however, that the indemnity agreement contained in this SUBSECTION 7 will not apply to the extent that aggregate amount which any such Losses result from Holder shall be required to pay pursuant to this Section 4.2 shall in no event be greater than the fact that a current copy amount of the prospectus was not sent or given to the person asserting any net proceeds received by such Losses at or prior to the written confirmation of Holder upon the sale of the applicable Registrable Securities pursuant to such person if it is determined that it was the responsibility of the Company or any other person or entity (other than such Holder or such Holder's agent) to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect Registration Statement giving rise to such Losses. Each Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities, their officers and directors, and each person who controls such Underwriters within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act to the extent reasonably required Claims less all amounts previously paid by such UnderwritersHolder 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 agrees will, if Registrable Securities held by such Holder are included in the securities as to indemnify which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and hold harmless not jointly with any other Holders of Registrable Securities, the Company, its directors the Company’s current and former officers, directors, agents, employees and Affiliates and each underwriter thereof, and each person, if any, Person who controls the Company or such underwriter within the meaning of either section Section 15 of the Securities Act or section 20 of (collectively, the Exchange Act (other than such Holder“Holder Indemnified Parties”), from and against any and all Losses (or actions in respect thereof) to the extent arising out of or based upon (i) on any untrue statement (or alleged untrue statement statement) of a material fact contained in a Registration Statement any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” or prospectus relating other document, in each case related to the Registrable Securities of such Holder registration statement, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising out of or based upon on any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances in which they were made, not misleading, or (ii) any violation by the Holder of the Securities Act, the Exchange Act, any state securities law or any rules or regulations thereunder applicable to the Holder in connection with any registration or offering hereunder 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 insofar as such Losses arise out ofto the extent, or are based upon, any that such untrue statement (or alleged untrue statement) or omission (or allegation thereof based alleged omission) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information regarding such Holder furnished in writing to the Company by such Holder or on such Holder's behalf, in such Holder's capacity as a Holder its authorized representatives and not in his capacity as a director or officer of the Company, if applicable, expressly stated to be specifically for use therein; PROVIDEDprovided, HOWEVERhowever, that with in no event shall any indemnity under this Section 4.2 payable by the Purchaser and any Holder exceed an amount equal to the net proceeds received by such Holder in respect of the sale of the Registrable Securities giving rise to any untrue statement or omission or alleged untrue statement or omission made in any preliminary or final prospectus, the such indemnification obligation. The indemnity agreement contained in this SUBSECTION 7 will Section 4.2 shall not apply to amounts paid in settlement of any Losses or action if such settlement is effected without the extent that any such Losses result from the fact that a current copy of the prospectus was not sent or given to the person asserting any such Losses at or prior to the written confirmation of the sale consent of the applicable Registrable Securities to such person if it is determined that it was the responsibility of the Company Holder (which consent shall not be unreasonably withheld or any other person or entity (other than such Holder or such Holder's agent) to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses. Each Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities, their officers and directors, and each person who controls such Underwriters within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act to the extent reasonably required by such Underwritersdelayed).

Indemnification by Holders. Each Holder Holder, jointly and severally, agrees to indemnify and hold harmless the Company, its directors and officers, and each person, if any, who controls the Company within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act (other than such the Holder), covered by a Piggy-back Registration from and against any and all Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement any such registration statement or prospectus relating to the Registrable Securities of such Holder or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only insofar as such Losses arise out of, or are based upon, any such untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by such Holder or on such Holder's behalf, in such Holder's capacity as a Holder and not in his capacity as a director or officer of the Company, if applicable, expressly for use therein; PROVIDEDprovided, HOWEVERhowever, that with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary or final prospectus, the indemnity agreement contained in this SUBSECTION 7 will subsection shall not apply to the extent that any such Losses result from the fact that a current copy of the prospectus was not sent or given to the person asserting any such Losses at or prior to the written confirmation of the sale of the applicable Registrable Securities Common Stock concerned to such person if it is determined that it was the responsibility of the Company or any other person or entity (other than such Holder or such the Holder's agent) to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses. Each Holder also agrees agrees, jointly and severally, to indemnify and hold harmless any Underwriters underwriters of the Registrable Securities, their officers and directors, and each person who controls such Underwriters underwriters within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act to on substantially the extent reasonably required by such Underwriterssame basis as the indemnification of the Company provided in this subsection 7(b).

Indemnification by Holders. Each selling Holder agrees will, in the event that any Registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling Holder, indemnify and hold harmless the Company, each of its directors and officersofficers and each Underwriter (if any), and each other selling Holder and each other person, if any, who controls the Company another selling Holder or such Underwriter within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act (other than such Holder)Act, from and against any and all Losses arising losses, claims, judgments, damages or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged allegedly untrue statement of a material fact contained in a any Registration Statement or prospectus relating to under which the sale of such Registrable Securities of such Holder was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement thereto or in any preliminary prospectusto the Registration Statement, or arising arise out of or are based upon any omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements statement therein not misleading, but only insofar as such Losses arise out of, or are based upon, any such untrue if the statement or omission or allegation thereof based was made in reliance upon and in conformity with information furnished in writing to the Company by such selling Holder or on such Holder's behalf, in such Holder's capacity as a Holder and not in his capacity as a director or officer of the Company, if applicable, expressly for use therein; PROVIDED, HOWEVERand shall reimburse the Company, that its directors and officers, and each other selling Holder or controlling person for any legal or other expenses reasonably incurred by any of them in connection with respect investigation or defending any 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 any untrue statement or omission or alleged untrue statement or omission made and in any preliminary or final prospectus, the indemnity agreement contained in this SUBSECTION 7 will not apply proportion to the extent that amount of any net proceeds actually received by such Losses result from the fact that a current copy of the prospectus was not sent or given to the person asserting any selling Holder in such Losses at or prior to the written confirmation of the sale of the applicable Registrable Securities to such person if it is determined that it was the responsibility of the Company or any other person or entity (other than such Holder or such Holder's agent) to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect offering giving rise to such Lossesliability. Each selling Holder also agrees to shall indemnify and hold harmless any Underwriters Underwriter of the Registrable Securities, their officers and officers, affiliates, directors, partners, members and agents and each person who controls such Underwriters within Underwriter to the meaning of either section 15 same extent as provided in the foregoing with respect to indemnification of the Securities Act or section 20 of the Exchange Act to the extent reasonably required by such UnderwritersCompany.

Indemnification by Holders. Each Holder agrees to will indemnify and hold harmless the CompanyParent, each of its directors and officers, each underwriter, each of Parent's legal counsel and independent accountants, each person, if any, person who controls the Company Parent or any of such persons within the meaning of either section Section 15 of the Securities Act Act, and each other Holder and each affiliate of such other Holder, against all claims, losses, damages and liabilities (or section 20 of the Exchange Act (other than such Holder), from and against any and all Losses actions in respect thereof) arising out of or based upon on any untrue statement (or alleged untrue statement statement) of a material fact contained in a Registration Statement any such registration statement, final prospectus, or prospectus relating to the Registrable Securities of such Holder or in any amendment or supplement thereto or in thereto, incident to any preliminary prospectus, or arising out of offering registered pursuant to this Declaration or based upon on any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse Parent, such other Holders, such directors, officers, underwriters, legal counsel, independent accountants or control persons for any legal or any other expenses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, in each case to the extent, but only insofar as such Losses arise out ofto the extent, or are based upon, any that such untrue statement (or alleged untrue statement) or omission (or allegation thereof based alleged omission) is made in such registration statement, final prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished in writing to the Company Parent by such Holder or on such Holder's behalf, in such Holder's capacity as a Holder and not in his capacity as a director or officer of the Company, if applicable, expressly stated to be specifically for use therein; PROVIDEDprovided, HOWEVERhowever, that with respect the obligations of each Holder hereunder shall be several and not joint and shall be limited to any untrue statement or omission or alleged untrue statement or omission made in any preliminary or final prospectus, the indemnity agreement contained in this SUBSECTION 7 will not apply an amount equal to the extent that any such Losses result respective gross proceeds (before expenses and commissions) from the fact that a current copy of the prospectus was not sent or given to the person asserting any such Losses at or prior to the written confirmation of the sale of the applicable Registrable Securities to such person if it is determined that it was the responsibility of the Company or any other person or entity (other than by such Holder or such Holder's agent) to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses. Each Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities, their officers and directors, and each person who controls such Underwriters within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act to the extent reasonably required by such Underwritersas contemplated herein.

Indemnification by Holders. Each Holder agrees to -------------------------- indemnify and hold harmless the Company, along with its directors and officers, directors, employees and agents and each personPerson, if any, who controls the Company within the meaning of either section Section 15 of the Securities Act or section Section 20 of the Exchange Act (other than Act, together with the partners, officers, directors, employees and agents of such controlling Person, to the same extent as the foregoing indemnity from the Company to the Holders, but only with reference to information related to such Holder), from and against or its plan of distribution, either (a) furnished in writing by the Holder or on its behalf expressly for use in any and all Losses arising out of or based upon any untrue registration statement or alleged untrue statement of a material fact contained in a Registration Statement or prospectus relating to the Registrable Securities of such Holder 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 based upon prospectus relating to the Registrable Securities, or any omission amendment or alleged omission to state therein a material fact required to be stated therein supplement thereto, or any preliminary prospectus, and necessary to make the statements contained therein with respect to the Holder or its plan of distribution not misleading. In case any action or proceeding shall be brought against the Company or its officers, but only insofar as such Losses arise out ofdirectors, employees or are based upon, agents or any such untrue statement controlling Person or omission its partners, officers, directors, employees or allegation thereof based upon information furnished in writing to the Company by such Holder or on such Holder's behalfagents, in respect of which indemnity may be sought against a Holder, such Holder's capacity as a indemnifying Holder shall have the rights and not in his capacity as a director or officer of duties given to the Company, if applicable, expressly for use therein; PROVIDED, HOWEVER, that with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary or final prospectus, the indemnity agreement contained in this SUBSECTION 7 will not apply to the extent that any such Losses result from the fact that a current copy of the prospectus was not sent or given to the person asserting any such Losses at or prior to the written confirmation of the sale of the applicable Registrable Securities to such person if it is determined that it was the responsibility of and the Company or any other person its officers, directors, employees or entity (other than such Holder agents, controlling Person, or its partners, officers, directors, employees or agents, shall have the rights and duties given to such Holder's agent) to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses, under Section 4.1. Each Holder also agrees to indemnify and hold harmless any other Person selling Registrable Securities and the Underwriters of the Registrable Securities, and their respective officers and directors, directors and each person Person who controls each other such Underwriters within other Person or Underwriter on substantially the meaning of either section 15 same basis as that of the Securities Act or section 20 indemnification of the Exchange Act Company provided in this Section 4.2. The Company shall be entitled to receive indemnities from Underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent reasonably required as provided above, with respect to information either (a) furnished in writing by such UnderwritersPersons specifically for inclusion in any prospectus or registration statement or (b) omitted by such Persons from any registration statement or prospectus and necessary to make the statements contained therein about such Person and, if applicable, its plan of distribution not misleading. In no event shall the liability of any Holder be greater in amount than the dollar amount of the proceeds (net of payment of all expenses) received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Holders. Each Holder agrees to of Registrable Securities participating in any registration hereunder shall severally, and not jointly, indemnify and hold harmless harmless, to the Companyfullest extent permitted by law, PRGX, its directors directors, officers, employees, affiliates and officersagents, and each person, if any, Person who controls the Company PRGX (within the meaning of either section 15 of the Securities Act Act) (collectively, "PRGX Indemnified Parties") against all losses, claims, damages, liabilities and expenses, joint or section 20 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 Act, any other federal law, any state or common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (other than such Holder)or actions or proceedings, from and against any and all Losses arising out of whether commenced or based upon threatened, in respect thereof) are caused by (i) any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement or prospectus relating to the any registration statement in which such Holder's Registrable Securities of such Holder were included or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, but only insofar (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 such Losses arise out ofamended or supplemented if PRGX shall have filed with the Commission any amendment thereof or supplement thereto), or are based uponthe omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, any in the light of the circumstances under which they were made, not misleading (in the cases described in clauses (i) and (ii) of this Section 6.2, such indemnification by such Holder of Registrable Securities shall apply only to the extent that such untrue statement or omission or allegation thereof based upon is contained in any information furnished in writing to the Company by such Holder or on such Holder's behalf, for use in the preparation of the documents described in such Holder's capacity as a clauses (i) and (ii)), (iii) any violation by such Holder of the 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 not relating to action of or inaction by such Holder in his capacity as connection with any such registration other than in connection with any such violation relating to an untrue statement or omission of a director material fact relating to information provided by PRGX contained in a preliminary prospectus or officer of the Companyprospectus hereunder, if applicable, expressly for use therein; PROVIDED, HOWEVER, that and (iv) 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 or alleged untrue statement or omission made in any preliminary or final prospectus, the indemnity agreement of a material fact relating to information provided by such Holder contained in this SUBSECTION 7 will not apply such preliminary prospectus which was corrected in the prospectus (or the prospectus as amended or supplemented) and such corrected document provides a defense to the extent that any claim upon which such Losses result from the fact that a current copy of the prospectus loss, claim, damage, liability or expense was not sent or given to the person asserting any such Losses at or prior to the written confirmation of the sale of the applicable Registrable Securities to such person if it is determined that it was the responsibility of the Company or any other person or entity (other than such Holder or such Holder's agent) to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Lossesbased. Each Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities, their officers and directors, and each person who controls such Underwriters within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act to the extent reasonably required by such Underwriters.Such indemnity

Indemnification by Holders. Each Holder agrees of Registrable Securities registered under any Registration Statement filed pursuant to this Agreement shall, severally and not jointly, indemnify and hold harmless harmless, to the fullest extent permitted by law, the Company, its directors directors, officers, employees, and officersagents, and each person, if any, person who controls the Company (within the meaning of either section 15 of the Securities Act or 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 Act, any other federal law, any state or common law, or otherwise, insofar as such Losses (other than such Holder)or Proceedings, from and against any and all Losses arising out of whether commenced or based upon threatened, in respect thereof) are caused by (a) any untrue statement or alleged untrue statement of a material fact contained in a any Registration Statement or prospectus relating to the in which such Holder’s Registrable Securities of such Holder were included or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (b) 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 the Company shall have filed with the SEC 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, and in the cases described in clauses (a) and (b) of this Section 3.2, to the extent, but only insofar as such Losses arise out ofto the extent, or are based upon, any that such untrue statement or omission or allegation thereof based upon is contained in any information furnished in writing to the Company by such Holder or on relating to such Holder's behalf, Holder for use in the preparation of the documents described in such Holder's capacity as a Holder clauses (a) and not in his capacity as a director or officer (b), (c) any violation by such holder of the CompanySecurities Act, if applicablethe Exchange Act, expressly for use therein; PROVIDEDany state securities law, HOWEVERor any rule or regulation promulgated under the Securities Act, that the Exchange Act or any state securities laws, and (d) with respect to any preliminary Prospectus, the fact that such Holder sold Registrable Securities to a person to whom there was not timely sent or given 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 a Prospectus is required to be delivered pursuant to Rule 172 under the Securities Act and the Company has previously furnished copies thereof to such Holder in compliance with this Agreement and the Loss of such Company Indemnified Party results from an untrue statement or omission or alleged untrue statement or omission made in any preliminary or final prospectus, the indemnity agreement of a material fact relating to information provided by such Holder contained in this SUBSECTION 7 will not apply to such preliminary prospectus which was corrected in the extent that Prospectus (or the Prospectus as amended or supplemented). Such indemnity obligation shall remain in full force and effect regardless of any investigation made by or on behalf of Company Indemnified Parties and shall survive the transfer of such Losses result from securities by such Holder. In no event shall the fact that a current copy liability of any Holder hereunder be greater in amount than the dollar amount of the prospectus was not sent or given to the person asserting any net proceeds received by such Losses at or prior to the written confirmation of Holder upon the sale of the applicable Registrable Securities to such person if it is determined that it was the responsibility of the Company or any other person or entity (other than such Holder or such Holder's agent) to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses. Each Holder also agrees to indemnify and hold harmless any Underwriters indemnification obligation, except in the case of the Registrable Securities, their officers and directors, and each person who controls such Underwriters within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act to the extent reasonably required fraud by such UnderwritersHolder.

Indemnification by Holders. Each Holder agrees to severally (and not jointly) will indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 5.1) the Company, its directors officers, directors, managers, employees, limited partners, general partners, equityholders, investment managers, management companies and officersAffiliates (in each case, in their capacities as such), and each other person, if any, who controls such the Company within the meaning of either section 15 the Securities Act, against any losses, claims, damages, or liabilities (including, without limitation, reasonable legal fees and costs of court), joint or several, to which the Company and such officers, directors, managers, employees, limited partners, general partners, equityholders, investment managers, management companies or Affiliates or any such controlling person may become subject under the Securities Act or section 20 of the Exchange Act otherwise, insofar as such losses, claims, damages, or liabilities (other than such Holder), from and against or any and all Losses arising actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained (i) contained, on its effective date, in a any Registration Statement under which such securities were registered under the Securities Act or prospectus relating to the Registrable Securities of such Holder or in any amendment or supplement thereto or in to any preliminary prospectusof the foregoing, or arising which arise out of or are based upon any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or (ii) contained in any preliminary prospectus (if used prior to the filing of the final prospectus) or in the final prospectus (as amended or supplemented if the Company shall have filed with the Commission any amendment or supplement to the final prospectus), but only insofar as such Losses or which arise out of, of or are based uponupon the omission or alleged omission (if so used) to state a material fact required to be stated in such prospectus or necessary to make the statements in such prospectus not misleading, any if and to the extent such untrue statement or omission or allegation thereof based was made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of such Holder or on specifically for use in the preparation thereof; provided, however, that the total amount to be indemnified by such Holder's behalfHolder pursuant to this Section 5.2 shall be limited to the net proceeds (after deducting underwriters’ discounts and commissions) received by such Holder in the offering to which such Registration Statement relates; provided, in such Holder's capacity as further, that a Holder and shall not in his capacity as a director or officer of the Company, if applicable, expressly for use therein; PROVIDED, HOWEVER, that with respect to any untrue statement or omission or alleged untrue statement or omission made be liable in any preliminary or final prospectus, the indemnity agreement contained in this SUBSECTION 7 will not apply case to the extent that any such Losses result from the fact that a current copy of the prospectus was not sent or given to the person asserting any such Losses at or prior to the written confirmation filing of the sale of the applicable Registrable Securities any such Registration Statement, prospectus or any amendment thereof or supplement thereto, such Holder has furnished in writing to such person if it is determined that it was the responsibility of the Company information expressly for use in, and within a reasonable period of time prior to the effectiveness of, such Registration Statement, prospectus or any other person amendment thereof or entity (other than supplement thereto which corrected or made not misleading information previously provided by such Holder or such Holder's agent) to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses. Each Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities, their officers and directors, and each person who controls such Underwriters within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act to the extent reasonably required by such UnderwritersCompany.

Indemnification by Holders. Each Holder agrees will, if securities held by such Holder are included in the securities as to which such registration qualification or compliance is being effected, indemnify the Company and hold harmless the Company, its officers and directors and officers, and each person, if any, entity or individual who controls the Company (within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act (other than such Holder), from Act) and their respective successors in title and assigns against any and all Losses claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based upon on any untrue statement (or alleged untrue statement statement) of a any material fact contained in a Registration Statement any prospectus, offering circular or prospectus relating other document incident to the Registrable Securities of such Holder any registration, 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 based upon any omission (or alleged omission omission) to state therein a any material fact required to be stated therein or necessary to make the statements statement therein not misleading, but only insofar as and such Losses arise out ofHolder will reimburse the Company and its officers, directors, and controlling entities or are based upon, individuals for any legal and any other expenses reasonably by them incurred in connection with investigating or defending any such untrue claim, loss, damage, liability or action; provided, however, that this paragraph (b) shall apply only if (and only to the extent that) such statement or omission or allegation thereof based was made in reliance upon written information furnished in writing to the Company in an instrument duly executed by such Holder or on such Holder's behalfany of its officers, directors, or controlling entities or individuals and stated to be specifically for use in such Holder's capacity as a Holder and not in his capacity as a director or officer of the Company, if applicable, expressly for use therein; PROVIDED, HOWEVER, that with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary or final prospectus, offering circular or other document (or related registration statement, notification or the like) or any amendment or supplement thereto, provided further that the indemnity agreement contained in this SUBSECTION 7 will Section 12(b) shall not apply to the extent that amounts paid in settlement of any such Losses result claims, losses, damages, liabilities and actions if such settlement is effected without the consent of the Holder, which such consent shall not be unreasonably withheld provided further, that in no event shall any indemnity under this Section 12(b) exceed the net proceeds from the fact that a current copy of the prospectus was not sent or given to the person asserting any such Losses at or prior to the written confirmation of the sale of the applicable Registrable Securities to such person if it is determined that it was the responsibility of the Company or any other person or entity (other than such Holder or offering reviewed by such Holder's agent) to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses. Each Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities, their officers and directors, and each person who controls such Underwriters within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act to the extent reasonably required by such Underwriters.

Indemnification by Holders. Each To the extent permitted by applicable law, each Holder agrees will, if Registrable Securities held by such Holder are included in the securities as to indemnify which such registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and hold harmless not jointly, the Company, each of its directors and directors, officers, partners and members, each personunderwriter, 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 either section 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 or section 20 of (collectively, the Exchange Act (other than such Holder“Holder Indemnified Parties” ), from against all expenses, claims, losses, damages and against any and all Losses liabilities (or actions in respect thereof) arising out of or based upon on any untrue statement (or alleged untrue statement statement) of a material fact contained in a Registration Statement any registration statement, prospectus, preliminary prospectus, offering circular or prospectus relating to the Registrable Securities of such Holder other document, or in any amendment or supplement thereto incident to any such registration, qualification or in any preliminary prospectus, or arising out of compliance or based upon on any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading, 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 insofar as such Losses arise out ofto the extent, or are based upon, any that such untrue statement (or alleged untrue statement) or omission (or allegation thereof based alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished in writing to the Company by such Holder or on such Holder's behalf, in such Holder's capacity as a Holder and not in his capacity as a director or officer of the Company, if applicable, expressly stated to be specifically for use therein; PROVIDED, HOWEVERprovided, however, that with respect 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 Holder from the sale of Registrable Securities included in such registration exceeds the amount of any other losses, expenses, settlements, damages, claims and liabilities that such Holder has been required to any pay by reason of such untrue or alleged untrue statement or omission or alleged untrue statement omission or omission made in any preliminary or final prospectus, the violation. The indemnity agreement contained in this SUBSECTION 7 will 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 extent that 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 Losses result from 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 fact that Company or the underwriters failed to deliver a current copy of the final or amended prospectus was not sent or given to the person asserting any such Losses at or prior to the written confirmation of the sale of the applicable Registrable Securities to the Person asserting any such person if it loss, claim, damage or liability in any case in which such delivery is determined that it was the responsibility of the Company or any other person or entity (other than such Holder or such Holder's agent) to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses. Each Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities, their officers and directors, and each person who controls such Underwriters within the meaning of either section 15 of required by the Securities Act or section 20 of the Exchange Act to the extent reasonably required by such Underwriters.Act

Indemnification by Holders. Each Holder agrees If any Registrable Securities are included in a registration statement under this Agreement, to the extent permitted by Law, each selling Holder, severally and not jointly, will indemnify and hold harmless the Company, its directors and officers, and each personof its directors, each of its officers who has signed the registration statement, each Person (if any), who controls the Company within the meaning of either section 15 of the Securities Act or section 20 of Act, legal counsel and accountants for the Exchange Act Company, any underwriter (other than such Holderas defined in the Securities Act), from any other Holder selling securities in such registration statement, and any controlling Person of any such underwriter or other Holder, against any and all Losses arising out of or based upon Damages, in each case only to the extent that such Damages result from any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement any registration statement of the Company, including any preliminary prospectus or final prospectus relating to the Registrable Securities of such Holder contained therein or in any amendment amendments or supplement supplements thereto or in any preliminary prospectus, or arising out of or based upon any an omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading, but only insofar as such Losses arise out of, or are based upon, any to the extent that such untrue statement or omission or allegation thereof based upon is contained in written information furnished by or on behalf of such selling Holder expressly for use in writing connection with such registration; and each such selling Holder will pay to the Company by and each other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which such Holder or on Damages may result, as such Holder's behalfexpenses are incurred; provided, in such Holder's capacity as a Holder and not in his capacity as a director or officer of the Company, if applicable, expressly for use therein; PROVIDED, HOWEVERhowever, that with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary or final prospectus, the indemnity agreement contained in this SUBSECTION 7 will Section 4.2 shall not apply to the extent that amounts paid in settlement of any such Losses result claim or proceeding if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; and provided further that in no event shall the aggregate amounts payable by any Holder by way of indemnity or contribution under Sections 4.2 and 4.4 exceed the proceeds from the fact that a current copy of the prospectus was not sent or given to the person asserting any such Losses at or prior to the written confirmation of the sale of the applicable Registrable Securities to such person if it is determined that it was the responsibility of the Company or any other person or entity (other than offering received by such Holder or (net of any Selling Expenses paid by such Holder's agent) to provide such person with a current copy ), except in the case of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses. Each Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities, their officers and directors, and each person who controls such Underwriters within the meaning of either section 15 of the Securities Act fraud or section 20 of the Exchange Act to the extent reasonably required willful misconduct by such UnderwritersHolder.

Indemnification by Holders. Each To the extent permitted by law, each Holder agrees to (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 hold harmless the Company, its officers and directors and officers, and each person, if any, who controls the Company any thereof within the meaning of either section Section 15 of the Securities Act Act, and their respective successors against all claims, losses, damages and liabilities (or section 20 of the Exchange Act (other than such Holder), from and against any and all Losses actions in respect thereof) arising out of or based upon on any untrue statement (or alleged untrue statement statement) of a material fact contained in a Registration Statement any prospectus, offering circular or prospectus relating other document incident to the Registrable Securities of such Holder any registration, 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 based upon any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only insofar as such Losses arise out of, misleading and will reimburse the Company and each other person indemnified pursuant to this paragraph (b) for any legal and any other fees and expenses reasonably incurred in connection with investigating or are based upon, defending any such untrue claim, loss, damage, liability or action, provided, however, that this paragraph (b) shall apply only if (and only to the extent that) such statement or omission or allegation thereof based was made in reliance upon and in strict conformity with written information (including, without limitation, written negative responses to inquiries) furnished in writing to the Company by such Holder or on an instrument duly executed by such Holder's behalf, underwriter or selling broker and stated to be specifically for use in such Holder's capacity as a Holder and not in his capacity as a director prospectus, offering circular or officer of other document (or related registration statement, notification or the Company, if applicable, expressly for use thereinlike) or any amendment or supplement thereto; PROVIDED, HOWEVERprovided, that with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary or final prospectus, the indemnity agreement contained in this SUBSECTION 7 will Section 9.9(b) shall not apply to the extent that amounts paid in settlement of any such Losses result from claim, loss, damage, liability or action if such settlement is effected without the fact that a current copy consent of the prospectus was Holder or underwriter, as the case may be, which consent shall not sent or given be unreasonably withheld; and provided, further, that the obligations of such Holders shall be limited to an amount equal to the person asserting any net proceeds received by such Losses at or prior to the written confirmation of Holder from the sale of the applicable Registrable Securities to Subject Stock in such person if it is determined that it was the responsibility of the Company offering as contemplated herein, unless such claim, loss, damage, liability or any other person or entity (other than such Holder or action resulted from such Holder's agent) to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses. Each Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities, their officers and directors, and each person who controls such Underwriters within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act to the extent reasonably required by such Underwritersfraudulent misconduct.

Indemnification by Holders. Each To the extent permitted by law, each Holder agrees will, if 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 directors, officers, shareholders, employees, representatives, attorneys and officerspartners, each Controlling Person of the Company or such underwriter, and each personother Holder, if anyeach of such other Holder's officers, who controls the Company within the meaning directors, shareholders, employees, representatives and partners and each Controlling Person of either section 15 such other Holder, against all claims, losses, damages and liabilities (or actions in respect thereof), including any of the Securities Act foregoing incurred in any investigation or section 20 inquiry or in any settlement of the Exchange Act (other than such Holder)any litigation, from and against any and all Losses commenced or threatened, arising out of or based upon on any untrue statement (or alleged untrue statement statement) of a material fact contained in a Registration Statement or prospectus relating to the Registrable Securities of any such Holder or in any amendment or supplement thereto or in any preliminary registration statement, prospectus, offering circular or arising out of other document, or based upon any omission (or alleged omission 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 Company, such other Holders, such directors, officers, shareholders, employees, representatives, attorneys, partners, such underwriters and such Controlling Person for any legal or any other expenses actually incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only insofar as such Losses arise out ofto the extent, or are based upon, any that such untrue statement (or alleged untrue statement), omission (or allegation thereof based alleged omission) is made in 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 furnished in writing to the Company by an instrument duly executed by such Holder or on such Holder's behalf, in such Holder's capacity as a Holder and not in his capacity as a director or officer of the Company, if applicable, expressly stated to be specifically for use thereinin any such registration statement, prospectus, offering circular or other document; PROVIDEDprovided, HOWEVERhowever, that the indemnity agreement contained in this Section 8.2 shall not (i) apply to amounts paid in settlement of any such loss, claim, damage, liability, or action if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld); or (ii) inure to the benefit of any underwriter from whom the person asserting any such loss, claim damage or liability purchased the Registrable Securities which are the subject thereof (or to the benefit of any person controlling such underwriter) with respect to any a preliminary prospectus or final prospectus if such underwriter (if required by the Act) failed to send or give a copy of the most recent prospectus, if the most recent prospectus furnished by the Company shall correct the untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in any preliminary or final prospectus, which is the indemnity agreement contained in this SUBSECTION 7 will not apply to the extent that any such Losses result from the fact that a current copy basis of the prospectus was not sent loss, claim, damage, liability, or given action for which indemnification is sought, to the such person asserting any such Losses at or prior to the written confirmation of the sale of the applicable such Registrable Securities to such person if it is determined that it was the responsibility of the Company or person. This indemnity will be in addition to any other person or entity (other than such liability which each Holder or such Holder's agent) to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses. Each Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities, their officers and directors, and each person who controls such Underwriters within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act to the extent reasonably required by such Underwritersmay otherwise have.

Indemnification by Holders. Each Holder agrees will, if 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 CompanyTimberline Resources, each of its directors and directors, officers, partners, legal counsel, and accountants and each personunderwriter, if any, of Timberline Resources' securities covered by such a registration statement, each person who controls the Company Timberline Resources or such underwriter within the meaning of either section Section 15 of the Securities Act Act, each other such Holder and Other Stockholder, and each of their officers, directors, and partners, and each person controlling such Holder or section 20 of the Exchange Act Other Stockholder, against all claims, losses, damages and liabilities (other than such Holder), from and against any and all Losses or actions in respect thereof) arising out of or based upon on any untrue statement (or alleged untrue statement statement) of a material fact contained in a Registration Statement or prospectus relating to the Registrable Securities of any such Holder or in any amendment or supplement thereto or in any preliminary registration statement, prospectus, offering circular, or arising out of other document, or based upon any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse Timberline Resources and such Holders, Other Stockholders, directors, officers, partners, legal counsel, and accountants, persons, underwriters, or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability, or action, in each case to the extent, but only insofar as such Losses arise out ofto the extent, or are based upon, any that such untrue statement (or alleged untrue statement) or omission (or allegation thereof based alleged omission) is made in such registration statement, prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished in writing to the Company Timberline Resources by such Holder or on such Holder's behalf, in such Holder's capacity as a Holder and not in his capacity as a director or officer of the Company, if applicable, expressly stated to be for use therein; PROVIDEDtherein provided, HOWEVERhowever, that with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary or final prospectus, the indemnity agreement contained in this SUBSECTION 7 will obligations of such Holder hereunder shall not apply to the extent that amounts paid in settlement of any such Losses result from claims, losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the fact that a current copy prior written consent of the prospectus was not sent or given to the person asserting any such Losses at or prior to the written confirmation of the sale of the applicable Registrable Securities to such person if it is determined that it was the responsibility of the Company or any other person or entity (other than such Holder or such Holder's agent) to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses(which consent shall not be unreasonably withheld). Each Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities, their officers and directors, and each person who controls such Underwriters within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act to the extent reasonably required by such Underwriters.7.3

Indemnification by Holders. Each To the extent permitted by applicable law, each Holder agrees will, 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 and hold harmless the Company, each of its directors current and former officers, directors, agents and employees, each personunderwriter, if any, of the Company’s securities covered by such registration, each Person who controls the Company or such underwriter within the meaning of either section Section 15 of the Securities Act or section 20 of (collectively, the Exchange Act (other than such Holder“Holder Indemnified Parties”), from against all expenses, claims, losses, damages and against any and all Losses liabilities (or actions in respect thereof) to the extent arising out of or based upon on any untrue statement (or alleged untrue statement statement) of a material fact contained in a Registration Statement any registration statement, prospectus, preliminary prospectus, offering circular or prospectus relating other document, in each case related to the Registrable Securities of such Holder registration statement, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising out of or based upon on any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable documented out-of-pocket legal expenses and any other reasonable documented out-of-pocket expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, as such expenses are incurred, in each case to the extent, but only insofar as such Losses arise out ofto the extent, or are based upon, any that such untrue statement (or alleged untrue statement) or omission (or allegation thereof based alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished in writing to the Company by such Holder or on such Holder's behalf, in such Holder's capacity as a Holder and not in his capacity as a director or officer of the Company, if applicable, expressly stated to be specifically for use therein; PROVIDEDprovided, HOWEVERhowever, that with in no event shall any indemnity under this Section 3.02 payable by any Holder exceed an amount equal to the proceeds received by such Hxxxxx (in the aggregate) in respect of the Registrable Securities sold pursuant to any untrue statement or omission or alleged untrue statement or omission made in any preliminary or final prospectus, the registration statement. The indemnity agreement contained in this SUBSECTION 7 will Section 3.02 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the extent that any such Losses result from the fact that a current copy of the prospectus was not sent or given to the person asserting any such Losses at or prior to the written confirmation of the sale consent of the applicable Registrable Securities to such person if it is determined that it was the responsibility of the Company Holder (which consent shall not be unreasonably withheld or any other person or entity (other than such Holder or such Holder's agent) to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses. Each Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities, their officers and directors, and each person who controls such Underwriters within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act to the extent reasonably required by such Underwritersdelayed).

Indemnification by Holders. Each To the extent permitted by applicable law, each Holder agrees will, 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 and hold harmless the Company, each of its directors current and former officers, directors, agents and employees, each personunderwriter, if any, of the Company’s securities covered by such registration, each Person who controls the Company or such underwriter within the meaning of either section Section 15 of the Securities Act or section 20 of (collectively, the Exchange Act (other than such Holder“Holder Indemnified Parties”), from against all expenses, claims, losses, damages and against any and all Losses liabilities (or actions in respect thereof) to the extent arising out of or based upon on any untrue statement (or alleged untrue statement statement) of a material fact contained in a Registration Statement any registration statement, prospectus, preliminary prospectus, offering circular or prospectus relating other document, in each case related to the Registrable Securities of such Holder registration statement, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising out of or based upon on any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable documented out-of-pocket legal expenses and any other reasonable documented out-of-pocket expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, as such expenses are incurred, in each case to the extent, but only insofar as such Losses arise out ofto the extent, or are based upon, any that such untrue statement (or alleged untrue statement) or omission (or allegation thereof based alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished in writing to the Company by such Holder or on such Holder's behalf, in such Holder's capacity as a Holder and not in his capacity as a director or officer of the Company, if applicable, expressly stated to be specifically for use therein; PROVIDEDprovided, HOWEVERhowever, that with in no event shall any indemnity under this Section 3.02 payable by any Holder exceed an amount equal to the proceeds received by such Holder (in the aggregate) in respect of the Registrable Securities sold pursuant to any untrue statement or omission or alleged untrue statement or omission made in any preliminary or final prospectus, the registration statement. The indemnity agreement contained in this SUBSECTION 7 will Section 3.02 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the extent that any such Losses result from the fact that a current copy of the prospectus was not sent or given to the person asserting any such Losses at or prior to the written confirmation of the sale consent of the applicable Registrable Securities to such person if it is determined that it was the responsibility of the Company Holder (which consent shall not be unreasonably withheld or any other person or entity (other than such Holder or such Holder's agent) to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses. Each Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities, their officers and directors, and each person who controls such Underwriters within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act to the extent reasonably required by such Underwritersdelayed).

Indemnification by Holders. Each Holder agrees Holders will, if Registrable Securities held by or issuable to such Holders are included in the securities to which such registration, qualification or compliance is being effected, indemnify and hold harmless the CompanyGVI, each of its directors and officers, and each personunderwriter, if any, of GVI's securities covered by such registration statement, and each person who controls the Company GVI within the meaning of either section 15 of the Securities Act against all claims, losses, damages, costs, expenses and liabilities whatsoever (or section 20 of the Exchange Act (other than such Holder), from and against any and all Losses actions in respect thereof) arising out of or based upon on any untrue statement (or alleged untrue statement statement) of a material fact contained in a Registration Statement or prospectus relating to the Registrable Securities of any such Holder or in any amendment or supplement thereto or in any preliminary registration statement, prospectus, offering circular or arising out of other similar document (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance, or based upon on any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in light of the circumstances under which they were made, and will reimburse GVI, such directors, officers, persons or underwriters for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, costs, expense, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to GVI by an instrument duly executed by Holders and stated to be specifically for use therein or furnished by any Holder to GVI in response to a request by GVI stating specifically that such information will be used by GVI therein, provided, however, that the foregoing indemnity agreement is subject to the condition that in the event an underwritten public offering is involved, such indemnity agreement shall not inure to the benefit of GVI or any underwriter insofar as such Losses arise out of, or are based upon, it relates to any such untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by such Holder or on such Holder's behalf, in such Holder's capacity as a Holder and not in his capacity as a director or officer of the Company, if applicable, expressly for use therein; PROVIDED, HOWEVER, that with respect to any untrue statement or omission statements (or alleged untrue statement statements) or omission (or alleged omission) made in any the preliminary prospectus or final prospectusprospectus but eliminated or remedied in the Final Prospectus, the indemnity agreement contained in this SUBSECTION 7 will not apply to the extent that any such Losses result from the fact that if a current copy of the prospectus Final Prospectus was not sent or given furnished to the person or entity asserting any such Losses the loss, liability, claim or damage at or prior to the written confirmation time such action is required by the Securities Act. The liability of Holders under this Section 9(b) shall be limited to the amount of net proceeds received by them for the sale of the applicable Registrable Securities pursuant to such person if it is determined that it was the responsibility of the Company registration, qualification or any other person or entity (other than such Holder or such Holder's agent) to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses. Each Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities, their officers and directors, and each person who controls such Underwriters within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act to the extent reasonably required by such Underwriterscompliance.

Indemnification by Holders. Each The Company may require as a condition to having the Common Stock included among the securities as to which such registration is being effected that each Holder agrees requesting or joining in a registration agree (severally and not jointly) to indemnify and hold harmless the Company, its directors and officers and each controlling person of each of the foregoing and each other such Holder, each of its officers, directors and partners and each personcontrolling person of such Holder, if anyagainst any losses, who controls claims, damages or liabilities (or actions in respect thereof), including any of the Company within foregoing incurred in the meaning settlement of either section 15 any litigation, commenced or threatened, joint or several, to which any of them may become subject under the Securities Act or section 20 of the Exchange Act under any other statute or at common law, insofar as such losses, claims, damages or liabilities (other than such Holder), from and against any and all Losses arising or actions in respect thereof) arise out of or are based upon any untrue statement (or alleged untrue statement statement) of a any material fact contained in a any offering circular or Registration Statement or prospectus relating to under which such securities were registered under the Registrable Securities Act at the request of such Holder pursuant to this Agreement, any preliminary prospectus or final prospectus contained therein, or any summary prospectus issued in connection with any securities being registered, or any amendment or supplement thereto or in any preliminary prospectusthereto, or arising out of or based upon any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only insofar as such Losses arise out of, or are based upon, any in each case to the extent that such untrue statement (or alleged untrue statement) or omission (or allegation thereof based alleged omission) was made in such Registration Statement, preliminary prospectus, summary prospectus, prospectus or amendment or supplement thereto, solely in reliance upon and in conformity with written information furnished in writing to the Company by such Holder or on such Holder's behalf, in such Holder's capacity as a Holder and not in his capacity as a director or officer of the Company, if applicable, expressly specifically for use therein; PROVIDED, HOWEVER, that and to reimburse such persons for any legal or other expenses reasonably incurred in connection with respect to any untrue statement investigating or omission or alleged untrue statement or omission made in any preliminary or final prospectus, the indemnity agreement contained in this SUBSECTION 7 will not apply to the extent that defending any such Losses result from the fact loss, claim, damage, liability or action, provided that a current copy of Holder's total liability under any indemnity given pursuant to this subsection (b) shall not exceed the prospectus was not sent or given to the person asserting any net proceeds received by such Losses at or prior to the written confirmation of Holder from the sale of stock pursuant to the applicable Registrable Securities to such person if registration, unless it is finally judicially determined that such Holder provided any such written information upon which liability is based knowing it was the responsibility of the Company or any other person or entity (other than such Holder or such Holder's agent) to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses. Each Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities, their officers and directors, and each person who controls such Underwriters within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act to the extent reasonably required by such Underwritersfalse.

Indemnification by Holders. Each selling Holder agrees will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling Holder, indemnify and hold harmless the CompanyPubCo, each of its directors and officers, and each other selling Holder and each other person, if any, who controls the Company another selling Holder within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act (other than such Holder)Act, from and against any and all Losses arising losses, claims, judgments, damages or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged allegedly untrue statement of a material fact contained in a any Registration Statement or prospectus relating to under which the sale of such Registrable Securities of such Holder was registered under the Securities Act, any preliminary Prospectus or final Prospectus contained in the Registration Statement, or any amendment or supplement thereto or in any preliminary prospectusto the Registration Statement, or arising arise out of or are based upon any omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements statement therein not misleading, but only insofar as such Losses arise out of, or are based upon, any such untrue if the statement or omission or allegation thereof based was made in reliance upon and in conformity with information furnished in writing to the Company PubCo by such selling Holder or on such Holder's behalf, in such Holder's capacity as a Holder and not in his capacity as a director or officer of the Company, if applicable, expressly for use therein; PROVIDED, HOWEVER, that or is based on any selling Holder’s violation of the federal securities laws (including Regulation M) or failure to sell the Registrable Securities in accordance with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary or final prospectus, the indemnity agreement plan of distribution contained in this SUBSECTION 7 will not apply to the extent that any such Losses result from the fact that a current copy of the prospectus was not sent or given to the person asserting any such Losses at or prior to the written confirmation of the sale of the applicable Registrable Securities to such person if it is determined that it was the responsibility of the Company or any other person or entity (other than such Holder or such Holder's agent) to provide such person with a current copy of the prospectus Prospectus, and such current copy of the prospectus would have cured the defect giving rise to such Losses. Each Holder also agrees to indemnify shall reimburse PubCo, its directors and hold harmless any Underwriters of the Registrable Securities, their officers and directorsofficers, and each other selling Holder or controlling person who controls for any legal or other expenses reasonably incurred by any of them in connection with investigation or defending any such Underwriters within the meaning of either section 15 of the Securities Act loss, claim, damage, liability or section 20 of the Exchange Act action. Each selling Holder’s indemnification obligations hereunder shall be several and not joint and shall be limited to the extent reasonably required amount of any net proceeds actually received by such Underwritersselling Holder.

Indemnification by Holders. Each In connection with any registration statement in which a Holder agrees is participating, each such Holder will furnish to indemnify the Company in writing such information and hold harmless affidavits as the Company reasonably requests for use in connection with any such registration statement and related prospectus and, to the extent permitted by law, will indemnify, severally and not jointly, the Company, its directors and officers, directors, partners, members, managers, stockholders, agents and employees of each personof them, if anyand the officers, who controls the Company within the meaning directors, partners, members, managers, stockholders, agents and employees of either section 15 of the Securities Act or section 20 of the Exchange Act (other than each such Holder), from and controlling Person against any and all Losses arising out of or based upon resulting from any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement the registration statement, prospectus or preliminary prospectus relating to the Registrable Securities of such Holder or in any amendment thereof or supplement thereto or in any preliminary prospectus, or arising out of or 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 not misleadingmisleading and will reimburse the Company and such directors, officers, partners, members, managers, stockholders, employees, agents, Persons, or control Persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability, or action, in each case to the extent, but only insofar as such Losses arise out ofto the extent, or are based upon, any that such untrue statement or omission is contained or allegation thereof based upon should have been contained in any information or affidavit so furnished in writing to the Company by such Holder or on such Holder's behalf, for use in such Holder's capacity as a registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto; provided, that the obligation to indemnify will be individual to each Holder and not in his capacity as a director or officer of the Company, if applicable, expressly for use therein; PROVIDED, HOWEVER, that with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary or final prospectus, the indemnity agreement contained in this SUBSECTION 7 will not apply be limited to the extent that any amount of net proceeds received by such Losses result Holder from the fact that a current copy of the prospectus was not sent or given to the person asserting any such Losses at or prior to the written confirmation of the sale of the applicable Registrable Securities pursuant to such person if it is determined that it was the responsibility of the Company or any other person or entity (other than registration statement. In connection with an underwritten offering, each participating Holder will indemnify such Holder or such Holder's agent) to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses. Each Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Securitiesunderwriters, their officers and directors, directors and each person Person who controls such Underwriters underwriters (within the meaning of either section 15 the Securities Act) to the same extent as provided above with respect to the indemnification of the Securities Act or section 20 of the Exchange Act to the extent reasonably required by such UnderwritersCompany.

Indemnification by Holders. (a) Each Holder of the Holders, severally and not jointly agrees that on and after the Closing it shall, to the fullest extent permitted by Law, indemnify and hold harmless Parent and the CompanySurviving Company and their respective Subsidiaries, its directors and Affiliates, stockholders, members, managers, directors, officers, employees, partners, agents and each personrepresentatives, if any, who controls the Company within the meaning of either section 15 and successors and permitted assigns of the Securities Act or section 20 of foregoing (collectively, the Exchange Act (other than such Holder), “Parent Indemnified Parties”) from and against against, and shall reimburse the Parent Indemnified Parties for, any and all Losses arising out damages, claims, losses, expenses, costs, obligations, injuries, fines, liens, penalties, deficiencies, diminution in value, Judgments, settlements and liabilities including, without limiting the generality of the foregoing, liabilities for all reasonable attorneys’, accountants’ and experts’ fees (collectively, “Losses”), incurred by the Parent Indemnified Parties and caused by or based upon resulting from (i) any untrue statement or alleged untrue statement breach of a material fact contained in a Registration Statement representation or prospectus relating to the Registrable Securities of such Holder or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only insofar as such Losses arise out of, or are based upon, any such untrue statement or omission or allegation thereof based upon information furnished in writing to warranty made by the Company in this Agreement or (ii) any failure by such Holder the Company to perform or on fulfill any of its covenants set forth in this Agreement; provided, however, that no Holder’s individual liability for indemnification pursuant to this Section 8.2(a) shall exceed such Holder's behalf, in ’s pro rata portion of the Loss as set forth opposite such Holder's capacity as a Holder and not in his capacity as a director or officer of the Company’s name on Appendix C, if applicable, expressly for use therein; PROVIDED, HOWEVER, that with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary or final prospectus, the indemnity agreement contained in this SUBSECTION 7 will not apply except to the extent that any such Losses result from the fact that a current copy an amount was paid out of the prospectus was not sent Indemnity Escrow Amount under Section 8.2(b), (e) or given to the person asserting any such Losses at or prior to the written confirmation (g) that would prevent a pro rata allocation of the sale Loss. For the avoidance of doubt, the limitation on each Holder’s pro rata portion of the applicable Registrable Securities to such person if it is determined that it was Loss described in the responsibility prior sentence shall in no way prevent Parent from being fully reimbursed out of the Company or Escrow Fund for any other person or entity (other than such Holder or such Holder's agent) Losses arising pursuant to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses. Each Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities, their officers and directors, and each person who controls such Underwriters within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act to the extent reasonably required by such Underwritersthis Section 8.2(a).

Indemnification by Holders. Each Holder agrees to of Registrable Securities participating in any registration hereunder shall severally, and not jointly, indemnify and hold harmless harmless, to the Companyfullest extent permitted by law, PRGX, its directors directors, officers, employees, affiliates and officersagents, and each person, if any, Person who controls the Company PRGX (within the meaning of either section 15 of the Securities Act Act) (collectively, "PRGX Indemnified Parties") against all losses, claims, damages, liabilities and expenses, joint or section 20 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 Act, any other federal law, any state or common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (other than such Holder)or actions or proceedings, from and against any and all Losses arising out of whether commenced or based upon threatened, in respect thereof) are caused by (i) any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement or prospectus relating to the any registration statement in which such Holder's Registrable Securities of such Holder were included or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, but only insofar (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 such Losses arise out ofamended or supplemented if PRGX shall have filed with the Commission any amendment thereof or supplement thereto), or are based uponthe omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, any in the light of the circumstances under which they were made, not misleading (in the cases described in clauses (i) and (ii) of this Section 6.2, such indemnification by such Holder of Registrable Securities shall apply only to the extent that such untrue statement or omission or allegation thereof based upon is contained in any information furnished in writing to the Company by such Holder or on such Holder's behalf, for use in the preparation of the documents described in such Holder's capacity as a clauses (i) and (ii)), (iii) any violation by such Holder of the 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 not relating to action of or inaction by such Holder in his capacity as connection with any such registration other than in connection with any such violation relating to an untrue statement or omission of a director material fact relating to information provided by PRGX contained in a preliminary prospectus or officer of the Companyprospectus hereunder, if applicable, expressly for use therein; PROVIDED, HOWEVER, that and (iv) 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 or alleged untrue statement or omission made in any preliminary or final prospectus, the indemnity agreement of a material fact relating to information provided by such Holder contained in this SUBSECTION 7 will not apply such preliminary prospectus which was corrected in the prospectus (or the prospectus as amended or supplemented) and such corrected document provides a defense to the extent that claim upon which such loss, 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 Losses result from the fact that a current copy of the prospectus was not sent or given to the person asserting any such Losses at or prior to the written confirmation of the sale of the applicable Registrable Securities to such person if it is determined that it was the responsibility of the Company or any other person or entity (other than such Holder or securities by such Holder's agent) to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses. Each Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities, their officers and directors, and each person who controls such Underwriters within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act to the extent reasonably required by such Underwriters.

Indemnification by Holders. Each Holder agrees to shall, notwithstanding any termination of this Agreement, indemnify and hold harmless harmless, to the fullest extent permitted by law, severally and not jointly with any other Holders, the Company, its directors and directors, its officers, agents and employees, each person, if any, Person who controls the Company (within the meaning of either section Section 15 of the Securities Act or section and Section 20 of the Exchange Act (Act), and the directors, officers, agents and employees of such controlling Persons, and all other than such Holder)prospective sellers, from and against any and all Losses arising out of or based upon on any untrue statement (or alleged untrue statement statement) of a material fact contained in a such Registration Statement or prospectus relating to the under which such Registrable Securities of such Holder were registered under the Securities Act, any preliminary, final or in summary Prospectus, contained therein or related thereto, or any amendment or supplement thereto or in any preliminary prospectusthereto, together with the documents incorporated by reference therein, or arising out of any free writing prospectus utilized in connection therewith, incident to any such registration, qualification, or compliance, or based upon on any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will (without limitation of the portions of this Section 8(b)) reimburse the Company, its directors, officers, agents and employees, and each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and employees of such controlling Persons, and all other prospective sellers for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability, or action, in each case to the extent, but only insofar as such Losses arise out ofto the extent, or are based upon, any that such untrue statement or omission (i) is made in such Registration Statement, preliminary, final or allegation thereof based summary Prospectus, contained therein or related thereto, or any amendment or supplement thereto, together with the documents incorporated by reference therein, or any free writing prospectus utilized in connection therewith in reliance upon and in conformity with written information that is furnished in writing to the Company by such Holder or on for inclusion therein and that relates to such Holder and/or such Holder's behalf’s proposed method of distribution of Registrable Securities, or (ii) related to the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in such Holder's capacity as a Holder writing that the Prospectus is outdated or defective and not in his capacity as a director or officer of the Company, prior to receiving Advice contemplated by Section 9(i) (but if applicable, expressly for use therein; PROVIDED, HOWEVER, that with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary or final prospectus, the indemnity agreement contained in this SUBSECTION 7 will not apply and to the extent that any such Losses result from the fact that a current copy of the prospectus was not sent material misstatement or given to the person asserting any such Losses at or prior to the written confirmation of the sale of the applicable Registrable Securities to such person if it is determined that it was the responsibility of the Company or any other person or entity (other than such Holder or such Holder's agent) to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect omission giving rise to such Losses. Each Loss would have been corrected); provided, however, that the obligations of such Holder also agrees hereunder shall not apply to indemnify amounts paid in settlement of any such claims, losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld); and hold harmless any Underwriters provided, further, that the liability of the Registrable Securities, their officers and directors, and each person who controls such Underwriters within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act Holder shall be limited to the extent reasonably required net proceeds received by such Underwritersselling Holder from the sale of Registrable Securities covered by such Registration Statement.

Indemnification by Holders. Each To the extent permitted by applicable Law, each Holder agrees will, if Registrable Securities held by such Holder are included in the securities as to indemnify which registration or qualification or compliance under applicable “blue sky” Laws is being effected, indemnify, severally and hold harmless not jointly with any other Holders, the Company, its directors the Company’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents, employees and Affiliates, each of its representatives and each person, if any, Person who controls the Company within the meaning of either section Section 15 of the Securities Act or section 20 of and each underwriter (collectively, the Exchange Act (other than such Holder“Holder Indemnified Parties”), from and against any and all Losses (or actions in respect thereof) to the extent arising out of or based upon on any untrue statement (or alleged untrue statement statement) of a material fact contained in a Registration Statement any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” or prospectus relating other document, in each case related to the Registrable Securities of such Holder registration statement, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising out of or based upon on any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading, 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 insofar as such Losses arise out ofto the extent, or are based upon, any that such untrue statement (or alleged untrue statement) or omission (or allegation thereof based alleged omission) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information regarding such Holder furnished in writing to the Company by such Holder or on such Holder's behalf, in such Holder's capacity as a Holder its authorized representatives and not in his capacity as a director or officer of the Company, if applicable, expressly stated to be specifically for use therein; PROVIDEDit being understood and agreed that the only such information furnished by or on behalf of any Holder consists of the number of shares of Common Stock (or any securities convertible, HOWEVER, that with respect to exchangeable or exercisable for Common Stock within 60 days of any untrue statement or omission or alleged untrue statement or omission made in any preliminary or final prospectussuch filing) owned by such Holder, the number of Registrable Securities proposed to be sold by such Holder, the name and address of such Holder proposing to sell and the distribution proposed by such Holder; provided that in no event shall any indemnity under this Section 3.2 payable by any Holder exceed an amount equal to the net proceeds received by such Holder in respect of the sale of the Registrable Securities giving rise to such indemnification obligation. The indemnity agreement contained in this SUBSECTION 7 will Section 3.2 shall not apply to amounts paid in settlement of any Losses or action if such settlement is effected without the extent that any such Losses result from the fact that a current copy of the prospectus was not sent or given to the person asserting any such Losses at or prior to the written confirmation of the sale consent of the applicable Registrable Securities to such person if it is determined that it was the responsibility of the Company Holder (which consent shall not be unreasonably withheld or any other person or entity (other than such Holder or such Holder's agent) to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses. Each Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities, their officers and directors, and each person who controls such Underwriters within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act to the extent reasonably required by such Underwritersdelayed).

Indemnification by Holders. Each To the extent permitted by applicable law, each Holder agrees will, if Registrable Securities held by such Holder are included in the securities as to indemnify which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and hold harmless not jointly with any other Holders, the Company, each of its directors and officersrepresentatives, and each person, if any, Person who controls the Company within the meaning of either section Section 15 of the Securities Act or section 20 of (collectively, the Exchange Act (other than such Holder“Holder Indemnified Parties”), from and against any and all Losses (or actions in respect thereof) to the extent arising out of or based upon on any untrue statement (or alleged untrue statement statement) of a material fact contained in a Registration Statement any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” or prospectus relating other document, in each case related to the Registrable Securities of such Holder registration statement, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising out of or based upon on any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading, 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 insofar as such Losses arise out ofto the extent, or are based upon, any that such untrue statement (or alleged untrue statement) or omission (or allegation thereof based alleged omission) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information regarding such Holder furnished in writing to the Company by such Holder or on such Holder's behalf, in such Holder's capacity as a Holder its authorized representatives and not in his capacity as a director or officer of the Company, if applicable, expressly stated to be specifically for use therein; PROVIDEDprovided, HOWEVERhowever, that with in no event shall any indemnity under this Section 3.2 payable by any of the Purchasers and any Holder exceed an amount equal to the net proceeds (after deducting Selling Expenses) actually received by such Holder in respect of the sale of the Registrable Securities giving rise to any untrue statement or omission or alleged untrue statement or omission made in any preliminary or final prospectus, the such indemnification obligation. The indemnity agreement contained in this SUBSECTION 7 will Section 3.2 shall not apply to amounts paid in settlement of any Losses or action if such settlement is effected without the extent that any such Losses result from the fact that a current copy of the prospectus was not sent or given to the person asserting any such Losses at or prior to the written confirmation of the sale consent of the applicable Registrable Securities to such person if it is determined that it was the responsibility of the Company Holder (which consent shall not be unreasonably withheld or any other person or entity (other than such Holder or such Holder's agent) to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses. Each Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities, their officers and directors, and each person who controls such Underwriters within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act to the extent reasonably required by such Underwritersdelayed).

Indemnification by Holders. Each To the fullest extent permitted by applicable law, each Holder agrees will, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue is being effected, indemnify and hold harmless harmless, severally and not jointly with any other Holders of Registrable Securities, the Company, each of its directors current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, each personunderwriter, if anyany of the Company’s securities covered by such a registration, who controls each Person controlling the Company or such underwriter within the meaning of either section Section 15 of the Securities Act or section 20 of (collectively, the Exchange Act (other than such Holder“Holder Indemnified Parties”), from and against any and all Losses (or actions in respect thereof) to the extent arising out of or based upon on any untrue statement (or alleged untrue statement statement) of a material fact contained in a Registration Statement any registration statement, prospectus, preliminary prospectus, offering circular, Issuer Free Writing Prospectus or prospectus relating other document, in each case related to the Registrable Securities of such Holder registration statement, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising out of or based upon on any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading, 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 insofar as such Losses arise out ofto the extent, or are based upon, any that such untrue statement (or alleged untrue statement) or omission (or allegation thereof based alleged omission) is made in such registration statement, prospectus, offering circular, Issuer Free Writing Prospectus or other document in reliance upon and in conformity with written information regarding such Holder furnished in writing to the Company by such Holder; provided, however, that in no event shall any indemnity under this Section 3.2 payable by any Holder or on exceed an amount equal to the gross proceeds (net of any underwriting commissions and discounts, but before deducting other expenses) received by such Holder's behalf, Holder in such Holder's capacity as a Holder and not in his capacity as a director or officer respect of the Company, if applicable, expressly for use therein; PROVIDED, HOWEVER, that with respect Registrable Securities sold pursuant to any untrue statement or omission or alleged untrue statement or omission made in any preliminary or final prospectus, the registration statement. The indemnity agreement contained in this SUBSECTION 7 will 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 extent that any such Losses result from the fact that a current copy of the prospectus was not sent or given to the person asserting any such Losses at or prior to the written confirmation of the sale consent of the applicable Registrable Securities to such person if it is determined that it was the responsibility of the Company Holder (which consent shall not be unreasonably withheld or any other person or entity (other than such Holder or such Holder's agent) to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses. Each Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities, their officers and directors, and each person who controls such Underwriters within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act to the extent reasonably required by such Underwritersdelayed).

Indemnification by Holders. Each Holder agrees to of Registrable Securities participating in any registration hereunder shall severally and not jointly, indemnify and hold harmless harmless, to the Companyfullest extent permitted by law, WEB, its directors directors, officers, employees, affiliates and officersagents, and each person, if any, Person who controls the Company WEB (within the meaning of either section 15 of the Securities Act Act) (collectively, "WEB Indemnified Parties") against all losses, claims, damages, liabilities and expenses, joint or section 20 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 WEB Indemnified Party may become subject under the Securities Act, the Exchange Act Act, any other federal law, any state or common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (other than such Holder)or actions or proceedings, from and against any and all Losses arising out of whether commenced or based upon threatened, in respect thereof) are caused by (i) any untrue statement or alleged untrue statement of a material fact contained in a any Registration Statement or prospectus relating to the in which such Holder's Registrable Securities of such Holder were included or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary, final or summary prospectus any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary, final or summary prospectus (as amended or supplemented if WEB 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, and in the cases described in clauses (i) and (ii) of this Section 3.2, to the extent, but only insofar as such Losses arise out ofto the extent, or are based upon, any that such untrue statement or omission or allegation thereof based upon is contained in any information furnished in writing to the Company by such Holder or on relating to such Holder's behalf, Holder specifically stating that it is for use in the preparation of the documents described in such Holder's capacity as a clauses (i) and (ii) and WEB does not know, at the time such information is included in the Registration Statement, prospectus, preliminary prospectus, amendment or supplement that such information is false or misleading; (iii) any violation by such Holder of the 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 not relating to action of or inaction by such Holder in his capacity as a director or officer of the Company, if applicable, expressly for use thereinconnection with any such registration; PROVIDED, HOWEVER, that and (iv) 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 WEB has previously furnished copies thereof to such Holder in compliance with this Agreement and the loss, claim, damage, liability or expense of such WEB Indemnified Party results from an untrue statement or omission or alleged untrue statement or omission made in any preliminary or final prospectus, the indemnity agreement of a material fact relating to information provided by such Holder contained in such preliminary prospectus which was corrected in the prospectus (or the prospectus as amended or supplemented); provided, however, that the liability of such Holder under this SUBSECTION 7 will not apply Section 3.2 shall be limited to the extent that any such Losses result from the fact that a current copy of the prospectus was not sent or given to the person asserting any such Losses at or prior to the written confirmation of the sale of the applicable Registrable Securities to such person if it is determined that it was the responsibility of the Company or any other person or entity (other than net proceeds received by such Holder or such Holder's agent) to provide such person with a current copy of in the prospectus and such current copy of the prospectus would have cured the defect offering giving rise to such Lossesliability. Each Holder also agrees to indemnify Such indemnity obligation shall remain in full force and hold harmless effect regardless of any Underwriters investigation made by or on behalf of WEB Indemnified Parties (except as provided above) and shall survive the Registrable Securities, their officers and directors, and each person who controls transfer of such Underwriters within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act to the extent reasonably required securities by such UnderwritersHolder.

Indemnification by Holders. Each Holder agrees to will indemnify and hold harmless the CompanyZapMe!, each of its directors and officers, and each personunderwriter, if any, of ZapMe!' securities covered by such a registration statement and each person who controls the Company ZapMe! or such underwriter within the meaning of either section Section 15 of the Securities Act Act, against all claims, losses, damages and liabilities (or section 20 of the Exchange Act (other than such Holder), from and against any and all Losses actions in respect thereof) arising out of or based upon on any untrue statement (or alleged untrue statement statement) of a material fact contained in a Registration Statement any such registration statement, final prospectus, or prospectus relating to the Registrable Securities of such Holder or in any amendment or supplement thereto or in thereto, incident to any preliminary prospectus, or arising out of offering registered pursuant to this Declaration or based upon on any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse ZapMe!, such directors, officers, underwriters or control persons for any legal or any other expenses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, in each case to the extent, but only insofar as such Losses arise out ofto the extent, or are based upon, any that such untrue statement (or alleged untrue statement) or omission (or allegation thereof based alleged omission) is made in such registration statement, final prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished in writing to the Company ZapMe! by such Holder or on such Holder's behalf, in such Holder's capacity as a Holder and not in his capacity as a director or officer of the Company, if applicable, expressly stated to be specifically for use therein; PROVIDEDprovided, HOWEVERhowever, that with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary or final prospectus, the indemnity agreement contained in this SUBSECTION 7 will obligations of each Holder hereunder shall be several and not apply joint and shall be limited to the extent that any such Losses result net proceeds (after expenses and commissions) from the fact that a current copy of the prospectus was not sent or given to the person asserting any such Losses at or prior to the written confirmation of the sale of the applicable Registrable Securities to such person if it is determined that it was the responsibility of the Company or any other person or entity (other than by such Holder or such Holder's agent) to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses. Each Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities, their officers and directors, and each person who controls such Underwriters within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act to the extent reasonably required by such Underwritersas contemplated herein.

Indemnification by Holders. Each Holder agrees to indemnify and hold harmless the Company, its directors and officers, and each personPerson, if any, who controls the Company within the meaning of either section Section 15 of the Securities Act or section Section 20 of the Exchange Act (other than such the Holder), covered by a registration statement filed pursuant hereto from and against any and all Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement any such registration statement or prospectus relating to the Registrable Securities of such Holder or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only insofar as such Losses arise out of, or are based upon, any such untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by such Holder or on such Holder's behalf, solely in such Holder's capacity as a Holder and not in his capacity as a director trust manager or officer of the Company, as manager of the Company pursuant to the Management Agreement, or as a director of officer of the Manager, if applicable, expressly for use therein; PROVIDEDprovided, HOWEVERhowever, that with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary or final prospectus, the indemnity agreement contained in this SUBSECTION 7 will Section 7(b) shall not apply to the extent that any such Losses result from the fact that a current copy of the prospectus was not sent or given to the person Person asserting any such Losses at or prior to the written confirmation of the sale of the applicable Registrable Securities Common Shares concerned to such person Person if it is determined that it was the responsibility of the Company or any other person Person or entity (other than such Holder or such the Holder's agent) to provide such person Person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses. Each Holder also agrees to indemnify and hold harmless any Underwriters underwriters of the Registrable Securities, their officers and directors, and each person Person who controls such Underwriters underwriters within the meaning of either section Section 15 of the Securities Act or section Section 20 of the Exchange Act to on substantially the extent reasonably required by such Underwriterssame basis as the indemnification of the Company provided in this Section 7(b).

Indemnification by Holders. Each To the extent permitted by law, -------------------------- each Holder agrees will, if 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 and directors, officers, shareholders, employees, representatives, attorneys and partners, each personunderwriter, if any, who controls of the Company's securities covered by such a registration statement, each Controlling Person of the Company within the meaning or such underwriter, and each other Holder, each of either section 15 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 (or actions in respect thereof), including any of the Securities Act foregoing incurred in any investigation or section 20 inquiry or in any settlement of the Exchange Act (other than such Holder)any litigation, from and against any and all Losses commenced or threatened, arising out of or based upon on any untrue statement (or alleged untrue statement statement) of a material fact contained in a Registration Statement or prospectus relating to the Registrable Securities of any such Holder or in any amendment or supplement thereto or in any preliminary registration statement, prospectus, offering circular or arising out of other document, or based upon any omission (or alleged omission 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 Company, such other Holders, such directors, officers, shareholders, employees, representatives, attorneys, partners, such underwriters and such Controlling Persons for any legal or any other expenses actually incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only insofar as such Losses arise out ofto the extent, or are based upon, any that such untrue statement (or alleged untrue statement), omission (or allegation thereof based alleged omission) is made in 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 furnished in writing to the Company by an instrument duly executed by such Holder or on such Holder's behalf, in such Holder's capacity as a Holder and not in his capacity as a director or officer of the Company, if applicable, expressly stated to be specifically for use thereinin any such registration statement, prospectus, offering circular or other document; PROVIDEDprovided, HOWEVERhowever, that the indemnity agreement contained in this Section 6.2 shall not (i) apply to amounts paid in settlement of any such loss, claim, damage, liability, or action if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld); or (ii) inure to the benefit of any underwriter from whom the person asserting any such loss, claim damage or liability purchased the Registrable Securities which are the subject thereof (or to the benefit of any person controlling such underwriter) with respect to any a preliminary prospectus or final prospectus if such underwriter (if required by the Act) failed to send or give a copy of the most recent prospectus, if the most recent prospectus furnished by the Company shall correct the untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in any preliminary or final prospectus, which is the indemnity agreement contained in this SUBSECTION 7 will not apply to the extent that any such Losses result from the fact that a current copy basis of the prospectus was not sent loss, claim, damage, liability, or given action for which indemnification is sought, to the such person asserting any such Losses at or prior to the written confirmation of the sale of the applicable such Registrable Securities to such person if it is determined that it was the responsibility of the Company or person. This indemnity will be in addition to any other person or entity (other than such liability which each Holder or such Holder's agent) to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses. Each Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities, their officers and directors, and each person who controls such Underwriters within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act to the extent reasonably required by such Underwritersmay otherwise have.

Indemnification by Holders. Each In connection with any offering in which a Holder is participating pursuant to Section 3 hereof, such Holder agrees severally (and not jointly) to indemnify and hold harmless the CompanyCompany and each other Holder and their respective partners, its directors and directors, officers, managers, employees, agents, trustees, the other Holders, any underwriter retained by the Company and each person, if any, Person who controls the Company Company, the other Holders or such underwriter (within the meaning of either section Section 15 of the Securities Act or section 20 Act) to the same extent as the foregoing indemnity from the Company to the Holders (including indemnification of the Exchange Act (other than such Holdertheir respective partners, directors, officers, Affiliates, stockholders, members, employees, trustees and controlling Persons), from and against any and all Losses arising but only to the extent that Liabilities arise out of or are based upon any untrue a statement or alleged untrue statement of a material fact contained in a Registration Statement or prospectus relating to the Registrable Securities of such Holder or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon any an omission or alleged omission that was made in reliance upon and in conformity with information with respect to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only insofar as such Losses arise out of, or are based upon, any such untrue statement or omission or allegation thereof based upon information Holder furnished in writing to the Company by or on behalf of such Holder or on such Holder's behalf, in such Holder's capacity as a Holder and not in his capacity as a director or officer of the Company, if applicable, expressly for use thereinin such Disclosure Package, Registration Statement, Prospectus, or such amendment or supplement thereto, including, without limitation, the information furnished to the Company pursuant to Sections 4(a) and 4(c) hereof; PROVIDEDprovided, HOWEVERhowever, that the aggregate amount to be indemnified by any Holder pursuant to this Section 6(b) and contributed by any Holder pursuant to Section 6(d) shall be limited to the net proceeds (after deducting underwriters’ discounts and commissions) received by such Holder in the offering to which such Disclosure Package, Registration Statement, Prospectus or such amendment or supplement thereto relates; and provided, further, that the Holder’s obligations pursuant to this Section 6(b) with respect to any untrue statement “alleged” statements or omission “alleged” omissions shall only extend to Liabilities arising out of or alleged untrue statement or omission made in any preliminary or final prospectus, the indemnity agreement contained in this SUBSECTION 7 will not apply to the extent that any such Losses result from the fact that a current copy of the prospectus was not sent or given to the person asserting any such Losses at or prior to the written confirmation of the sale of the applicable Registrable Securities to such person if it is determined that it was the responsibility of the Company or any other person or entity (other than such Holder or such Holder's agent) to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses. Each Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities, their officers and directors, and each person who controls such Underwriters within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act to the extent reasonably required based upon allegations brought by such Underwritersthird parties.

Indemnification by Holders. Each Holder agrees to of Qualified Registrable Securities participating in any registration hereunder shall indemnify and hold harmless harmless, to the fullest extent permitted by law, the Company, its directors each other Holder of Qualified Registrable Securities participating in such registration, and their respective directors, officers, employees and agents, and each person, if any, Person who controls the Company or each such other Holder (within the meaning of either section 15 of the Securities Act Act) (collectively, “Company Indemnified Parties”) against all losses, claims, damages, liabilities and expenses, joint or section 20 several (including reasonable fees of counsel and any amounts paid in settlement effected with such indemnifying Holder’s consent, which consent shall not be unreasonably withheld) to which any Company Indemnified Party may become subject under the Exchange Act Securities Act, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (other than such Holder)or actions or proceedings, from and against any and all Losses arising out of whether commenced or based upon threatened, in respect thereof) are caused by (1) any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement or prospectus relating to the any registration statement in which such Holder’s Qualified Registrable Securities of such Holder were included or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (2) any untrue statement or alleged untrue statement of a material fact contained in any preliminary, final or amended or supplemented prospectus, together with the documents 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 to the extent, but only insofar as such Losses arise out ofto the extent, or are based uponin the cases described in clauses (1) and (2), any that such untrue statement or omission or allegation thereof based upon is contained in any information furnished in writing to the Company by such Holder or on relating to such Holder's behalf, in such Holder's capacity as a Holder and not in his capacity as a director or officer of the Company, if applicable, expressly for use therein; PROVIDEDin connection with such registration and if the Company does not know, HOWEVERat the time such information is included in the registration statement, prospectus, preliminary prospectus, amendment or supplement, that such information is false or misleading, (3) any violation by such Holder of any federal, state or common law, rule or regulation applicable to such Holder and relating to action of or inaction by such Holder in connection with any such registration, and (4) with respect to any preliminary prospectus, the fact that such Holder sold Qualified 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 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 Section 4 and the loss, claim, damage, liability or expense of such Company Indemnified Party results from an untrue statement or omission or alleged untrue statement or omission made in any preliminary or final prospectus, the indemnity agreement of a material fact contained in such preliminary prospectus which was corrected in the prospectus (or the prospectus as amended or supplemented); provided, however, that the aggregate amount which any such Holder shall be required to pay pursuant to this SUBSECTION 7 will not apply Section 6.2 shall be limited to the extent that any dollar amount of proceeds received by such Losses result from the fact that a current copy of the prospectus was not sent or given to the person asserting any such Losses at or prior to the written confirmation of Holder upon the sale of the applicable Qualified Registrable Securities to such person if it is determined that it was the responsibility and other securities of the Company or (after deducting any other person or entity (other than such Holder or such Holder's agentunderwriting commissions, discounts and transfer taxes applicable thereto) pursuant to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect registration statement giving rise to such Lossesclaim. Each Holder also agrees to indemnify Such indemnity obligation shall remain in full force and hold harmless effect regardless of any Underwriters investigation made by or on behalf of the Registrable Securities, their officers Company Indemnified Parties (except as provided above) and directors, and each person who controls shall survive the transfer of such Underwriters within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act to the extent reasonably required securities by such UnderwritersHolder.

Indemnification by Holders. Each To the extent permitted by applicable law, each Holder agrees will, if Registrable Securities held by such Holder are included in the securities as to indemnify which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and hold harmless not jointly with any other Holders, the Company, each of its directors representatives and officersAffiliates and each underwriter thereof, and each person, if any, Person who controls the Company or such underwriter within the meaning of either section Section 15 of the Securities Act or section Section 20 of the Exchange Act (other than such Holdercollectively, the “Holder Indemnified Parties”), from and against any and all Losses (or actions in respect thereof) to the extent arising out of or based upon on any untrue statement (or alleged untrue statement statement) of a material fact contained in a Registration Statement any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” or prospectus relating other document, in each case related to the Registrable Securities of such Holder registration statement, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising out of or based upon on any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading, 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 insofar as such Losses arise out ofto the extent, or are based upon, any that such untrue statement (or alleged untrue statement) or omission (or allegation thereof based alleged omission) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information regarding such Holder furnished in writing to the Company by such Holder or on such Holder's behalf, in such Holder's capacity as a Holder its authorized representatives and not in his capacity as a director or officer of the Company, if applicable, expressly stated to be specifically for use therein; PROVIDEDprovided, HOWEVERhowever, that with in no event shall any indemnity under this Section 3.2 payable by the Purchaser and any Holder exceed an amount equal to the net proceeds (after deducting Selling Expenses) actually received by such Holder in respect of the Registrable Securities sold pursuant to any untrue statement or omission or alleged untrue statement or omission made in any preliminary or final prospectus, the registration statement. The indemnity agreement contained in this SUBSECTION 7 will 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 extent that any such Losses result from the fact that a current copy of the prospectus was not sent or given to the person asserting any such Losses at or prior to the written confirmation of the sale consent of the applicable Registrable Securities to such person if it is determined that it was the responsibility of the Company Holder (which consent shall not be unreasonably withheld or any other person or entity (other than such Holder or such Holder's agent) to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses. Each Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities, their officers and directors, and each person who controls such Underwriters within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act to the extent reasonably required by such Underwritersdelayed).

Indemnification by Holders. Each Holder agrees to will indemnify and hold harmless the Company, each of its directors and officersofficers and its legal counsel and independent accountants, and each personunderwriter, if any, of the Company’s securities covered by such a registration statement, each person who controls the Company or such underwriter within the meaning of either section Section 15 of the Securities Act Act, and each other Holder and each person controlling such other Holder, against all claims, losses, damages and liabilities (or section 20 of the Exchange Act actions in respect thereof) (other than such Holder), from and against any and all Losses i) arising out of or based upon on any untrue statement (or alleged untrue statement statement) of a material fact contained in a Registration Statement any such registration statement, final prospectus, or prospectus relating to the Registrable Securities of such Holder or in any amendment or supplement thereto or in thereto, (ii) incident to any preliminary prospectusoffering registered pursuant to this Agreement, or arising out of or (iii) based upon on any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading. Each Holder will reimburse the Company, such other Holders, such directors, officers, legal counsel, independent accountants, underwriters or control persons for any legal or any other expenses reasonably incurred in connection with investigating, preparing or defending any claim, loss, damage, liability or action described in the previous sentence, in each case to the extent, but only insofar as such Losses arise out ofto the extent, or are based upon, any that such untrue statement (or alleged untrue statement) or omission (or allegation thereof based alleged omission) is made in such registration statement, final prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished in writing to the Company by such Holder or on such Holder's behalf, in such Holder's capacity as a Holder and not in his capacity as a director or officer of the Company, if applicable, expressly stated to be specifically for use therein; PROVIDEDprovided, HOWEVERhowever, that with respect the obligations of each Holder hereunder shall be several and not joint and shall be limited to any untrue statement or omission or alleged untrue statement or omission made in any preliminary or final prospectus, the indemnity agreement contained in this SUBSECTION 7 will not apply an amount equal to the extent that any such Losses result respective gross proceeds (before expenses and commissions) from the fact that a current copy of the prospectus was not sent or given to the person asserting any such Losses at or prior to the written confirmation of the sale of the applicable Registrable Securities to such person if it is determined that it was the responsibility of the Company or any other person or entity (other than by such Holder or such Holder's agent) to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses. Each Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities, their officers and directors, and each person who controls such Underwriters within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act to the extent reasonably required by such Underwritersas contemplated herein.

Indemnification by Holders. Each Holder agrees to of Qualified Registrable Securities participating in any registration hereunder shall indemnify and hold harmless harmless, to the fullest extent permitted by law, the Company, its directors each other Holder of Qualified Registrable Securities participating in such registration, and their respective directors, officers, employees and agents, and each person, if any, Person who controls the Company or each such other Holder (within the meaning of either section 15 of the Securities Act Act) (collectively, “Company Indemnified Parties”) against all losses, claims, damages, liabilities and expenses, joint or section 20 several (including reasonable fees of the Exchange Act (other than counsel and any amounts paid in settlement effected with such indemnifying Holder’s consent, which consent shall not be unreasonably withheld), from and against to which any and all Losses arising out of Company Indemnified Party may become subject under the Securities Act, at common law or based upon otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) are caused by (1) any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement or prospectus relating to the any registration statement in which such Holder’s Qualified Registrable Securities of such Holder were included or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (2) any untrue statement or alleged untrue statement of a material fact contained in any preliminary, final or amended or supplemented prospectus, together with the documents 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 to the extent, but only insofar as such Losses arise out ofto the extent, or are based uponin the cases described in clauses (1) and (2), any that such untrue statement or omission or allegation thereof based upon is contained in any information furnished in writing to the Company by such Holder or on relating to such Holder's behalf, in such Holder's capacity as a Holder and not in his capacity as a director or officer of the Company, if applicable, expressly for use therein; PROVIDEDin connection with such registration and if the Company does not know, HOWEVERat the time such information is included in the registration statement, prospectus, preliminary prospectus, amendment or supplement, that such information is false or misleading, (3) any violation by such Holder of any federal, state or common law, rule or regulation applicable to such Holder and relating to action of or inaction by such Holder in connection with any such registration, and (4) with respect to any preliminary prospectus, the fact that such Holder sold Qualified 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 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 Section 4 and the loss, claim, damage, liability or expense of such Company Indemnified Party results from an untrue statement or omission or alleged untrue statement or omission made in any preliminary or final prospectus, the indemnity agreement of a material fact contained in such preliminary prospectus which was corrected in the prospectus (or the prospectus as amended or supplemented). The aggregate amount which any such Holder shall be required to pay pursuant to this SUBSECTION 7 will not apply Section 6.2 shall be limited to the extent that any dollar amount of proceeds received by such Losses result from the fact that a current copy of the prospectus was not sent or given to the person asserting any such Losses at or prior to the written confirmation of Holder upon the sale of the applicable Qualified Registrable Securities to such person if it is determined that it was the responsibility and other securities of the Company or (after deducting any other person or entity (other than such Holder or such Holder's agentunderwriting commissions, discounts and transfer taxes applicable thereto) pursuant to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect registration statement giving rise to such Lossesclaim. Each Holder also agrees to indemnify Such indemnity obligation shall remain in full force and hold harmless effect regardless of any Underwriters investigation made by or on behalf of the Registrable Securities, their officers Company Indemnified Parties (except as provided above) and directors, and each person who controls shall survive the transfer of such Underwriters within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act to the extent reasonably required securities by such UnderwritersHolder.

Indemnification by Holders. Each Unless otherwise agreed to in -------------------------- the underwriting agreement for the relevant offering, each selling Holder severally agrees to indemnify and hold harmless the Company, its directors each underwriter and officersthe other selling Holders, and each personof their respective partners, directors, officers and employees (including without limitation each officer of the Company who signed the registration statement), and each Person, if any, who controls the Company Company, any underwriter or any other selling Holder within the meaning of either section Section 15 of the Securities Act or section 20 of the Exchange Act (other than such Holder)1933 Act, from and against any and all Losses arising out losses, liabilities, claims, damages, judgments and expenses described in the indemnity contained in Section 4.7 (provided that any settlement of or based upon any the type described therein is effected with the written consent of such selling Holder), as incurred, but only with respect to untrue statement or alleged untrue statement statements of a material fact contained in a Registration Statement any prospectus or prospectus relating to the Registrable Securities of such Holder or in any amendment or supplement thereto or in any preliminary prospectusomissions, or arising out omissions therefrom of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, but only insofar as such Losses arise out of, or are based upon, in any such untrue statement or omission or allegation thereof based case made in reliance upon and in conformity with written information furnished to the Company by such selling Holder expressly for use in such registration statement (or any amendment thereto) or such prospectus (or any amendment or supplement thereto); provided, however, -------- ------- that such selling Holder shall not be required to provide any such indemnity to the extent that any such losses, liabilities, claims, damages, judgments or expenses result from the failure of the Company to promptly amend or take action to correct or supplement any such prospectus on the basis of corrected or supplemental information furnished in a timely manner, in writing to the Company by such selling Holder or on expressly for such Holder's behalfpurpose. Notwithstanding any other provisions of this Section 4.8, in the case of distributions to the public, an indemnifying Holder shall not be required to pay any amount under this Section 4.8 in excess of the amount by which (A) the total price at which the Registrable Securities sold by such Holder's capacity as a indemnifying Holder and not in his capacity as a director its affiliated indemnifying Holders and distributed to the public were offered to the public exceeds (B) the amount of any damages which such indemnifying Holder has otherwise been required to pay by reason of such untrue or officer of the Company, if applicable, expressly for use therein; PROVIDED, HOWEVER, that with respect to any alleged untrue statement or omission or alleged untrue statement or omission made in any preliminary or final prospectus, the indemnity agreement contained in this SUBSECTION 7 will not apply to the extent that any such Losses result from the fact that a current copy of the prospectus was not sent or given to the person asserting any such Losses at or prior to the written confirmation of the sale of the applicable Registrable Securities to such person if it is determined that it was the responsibility of the Company or any other person or entity (other than such Holder or such Holder's agent) to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses. Each Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities, their officers and directors, and each person who controls such Underwriters within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act to the extent reasonably required by such Underwritersomission.

Indemnification by Holders. Each To the extent permitted by applicable law, each Holder agrees will, if Registrable Securities held by such Holder are included in the securities as to indemnify which such registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and hold harmless not jointly with any other Holders, the Company, each of its directors and directors, officers, partners, members, managers, shareholders, accountants, attorneys, agents and employees, each personunderwriter, 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 either section 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 or section 20 of (collectively, the Exchange Act (other than such Holder“Holder Indemnified Parties”), from against all expenses, claims, losses, damages, costs (including costs of preparation and against 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 all Losses other and liabilities (or actions in respect thereof) arising out of or based upon on any untrue statement (or alleged untrue statement statement) of a material fact contained in a Registration Statement any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” or prospectus relating to the Registrable Securities of such Holder other document, or in any amendment or supplement thereto incident to any such registration, qualification or in any preliminary prospectus, or arising out of compliance or based upon on any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading, 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 insofar as such Losses arise out ofto the extent, or are based upon, any that such untrue statement (or alleged untrue statement) or omission (or allegation thereof based alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished in writing to the Company by such Holder or on such Holder's behalf, in such Holder's capacity as a Holder and not in his capacity as a director or officer of the Company, if applicable, expressly stated to be specifically for use therein; PROVIDEDprovided, HOWEVERhowever, that with respect 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 Holder from the sale of Registrable Securities included in such registration exceeds the amount of any other losses, expenses, settlements, damages, claims and liabilities that such Holder has been required to any pay by reason of such untrue or alleged untrue statement or omission or alleged untrue statement omission or omission made in any preliminary or final prospectus, the violation. The indemnity agreement contained in this SUBSECTION 7 will 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 extent that 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 Losses result from 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 fact that Company or the underwriters failed to deliver a current copy of the final or amended prospectus was not sent or given to the person asserting any such Losses at or prior to the written confirmation of the sale of the applicable Registrable Securities to the Person asserting any such person if it loss, claim, damage or liability in any case in which such delivery is determined that it was the responsibility of the Company or any other person or entity (other than such Holder or such Holder's agent) to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses. Each Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities, their officers and directors, and each person who controls such Underwriters within the meaning of either section 15 of required by the Securities Act or section 20 of the Exchange Act to the extent reasonably required by such UnderwritersAct.

Indemnification by Holders. Each Holder agrees will, if -------------------------- 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 Companydefend Xtra, each of its directors and officers, and each personunderwriter, if any, of Xtra's securities covered by such a registration statement, each person who controls the Company Xtra or such underwriter within the meaning of either section Section 15 of the Securities Act or section 20 Act, and each other such Holder, each of its officers and directors and partners and each person controlling such Holder within the meaning of Section 15 of the Exchange Act Securities Act, against all expenses, claims, losses, damages and liabilities (other than such Holder)or actions in respect thereof) including any of the foregoing incurred in settlement of any litigation commenced or threatened, from and against any and all Losses arising out of or based upon on any untrue statement (or alleged untrue statement statement) of a material fact contained in a Registration Statement any such registration statement, prospectus, offering circular or prospectus relating to the Registrable Securities of such Holder other document, or in any amendment or supplement thereto thereto, incident to any such registration, qualification or in any preliminary prospectus, or arising out of compliance or based upon on any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances in which they were made, not misleading, or any violation by such Holder of any rule or regulation promulgated under the Securities Act applicable to such Holder in connection with such registration, and will pay to Xtra, such other Holders, such directors, officers, partners, persons, underwriters or control persons, as incurred, any legal or any other expenses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, in each case to the extent, but only insofar as to the extent, that such Losses expenses, claims, losses, damages or liability arise out of, of or are based uponupon (i) such an untrue statement (or alleged untrue statement) or omission (or alleged omission) made in such registration statement, prospectus, offering circular or other document or any amendment or supplement thereto in reliance upon and in conformity with written information furnished to Xtra by an instrument duly executed by such Holder and stated to be specifically for use therein, or (ii) any such violation by such Holder of any rule or regulation promulgated under the Securities Act applicable to such Holder in connection with such registration; provided, however, that the obligations of such Holder hereunder shall be limited to an amount equal to the greater of (x) the proceeds to such Holder of Registrable Securities sold as contemplated herein, or (y) the out-of- pocket expenses incurred by Xtra (not including defense costs or amounts paid to those claiming against the Xtra) in connection with any such registration that cannot be completed as a result of the untrue statement or omission or allegation thereof based upon information furnished in writing violation of such Holder that gives rise to the Company by such Holder or on such Holder's behalf, in such Holder's capacity as a Holder and not in his capacity as a director or officer of the Company, if applicable, expressly for use therein; PROVIDED, HOWEVER, that with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary or final prospectus, the indemnity agreement contained in obligation under this SUBSECTION 7 will not apply to the extent that any such Losses result from the fact that a current copy of the prospectus was not sent or given to the person asserting any such Losses at or prior to the written confirmation of the sale of the applicable Registrable Securities to such person if it is determined that it was the responsibility of the Company or any other person or entity (other than such Holder or such Holder's agent) to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses. Each Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities, their officers and directors, and each person who controls such Underwriters within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act to the extent reasonably required by such UnderwritersSection.

Indemnification by Holders. Each To the extent permitted by law and in connection with any registration pursuant to Section 2.1 hereof, each Participating Holder agrees will, if Registrable Securities held by such holder are included in the securities as to which such registration is being effected, indemnify and hold harmless the Company, each of its directors and officersdirectors, its officers and each person, if any, who controls the Company within the meaning of either section 15 of the Securities Act Act, any underwriter and any other Participating Holder selling securities under such registration statement or section 20 any of such other Participating Holder’s employees, officers or directors, or any person who controls such Participating Holder, against any losses, claims, damages or liabilities (joint or several) to which the Company or any such employee, officer, director, controlling person, underwriter or other such Participating Holder, or director, employee, officer or controlling person of such other holder may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (other than such Holder), from and against any and all Losses arising or actions in respect thereto) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained Violation, in a Registration Statement or prospectus relating each case to the Registrable Securities extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Participating Holder under an instrument duly executed by such holder and stated to be specifically for use in connection with such registration; and each such Participating Holder will pay as incurred any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter or other Participating Holder, or employee, officer, director or controlling person of such other Participating Holder in connection with investigating or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only insofar as such Losses arise out of, or are based upon, defending any such untrue statement loss, claim, damage, liability or omission or allegation thereof based upon information furnished in writing to the Company by action if it is judicially determined that there was such Holder or on such Holder's behalfa Violation; provided, in such Holder's capacity as a Holder and not in his capacity as a director or officer of the Company, if applicable, expressly for use therein; PROVIDED, HOWEVERhowever, that with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary or final prospectus, the indemnity agreement contained in this SUBSECTION 7 will Section 3.2 shall not apply to the extent that amounts paid in settlement of any such Losses result from loss, claim, damage, liability or action if such settlement is effected without the fact that a current copy consent of the prospectus was Participating Holder, which consent shall not sent or given to be unreasonably withheld; provided further, that in no event shall the person asserting any such Losses at or prior to amounts payable in indemnity by a Participating Holder under this Section 3.2 in respect of a Violation exceed the written confirmation of the sale of the applicable Registrable Securities to such person if it is determined that it was the responsibility of the Company or any other person or entity (other than aggregate proceeds received by such Holder or in the registered offering out of which such Holder's agent) to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses. Each Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities, their officers and directors, and each person who controls such Underwriters within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act to the extent reasonably required by such UnderwritersViolation arises.

Indemnification by Holders. Each To the extent permitted by applicable law, each Holder agrees will, if Registrable Securities held by such Holder are included in the securities as to indemnify which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and hold harmless not jointly with any other Holders of Registrable Securities, the Company, each of its directors and officersrepresentatives, and each person, if any, Person who controls the Company or such underwriter within the meaning of either section Section 15 of the Securities Act or section 20 of (collectively, the Exchange Act (other than such Holder“Holder Indemnified Parties”), from and against any and all Losses (or actions in respect thereof) to the extent arising out of or based upon on any untrue statement (or alleged untrue statement statement) of a material fact contained in a Registration Statement any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” or prospectus relating other document, in each case related to the Registrable Securities of such Holder registration statement, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising out of or based upon on any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading, 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 insofar as such Losses arise out ofto the extent, or are based upon, any that such untrue statement (or alleged untrue statement) or omission (or allegation thereof based alleged omission) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information regarding such Holder furnished in writing to the Company by such Holder or on such Holder's behalf, in such Holder's capacity as a Holder its authorized representatives and not in his capacity as a director or officer of the Company, if applicable, expressly stated to be specifically for use therein; PROVIDEDprovided, HOWEVERhowever, that with respect to in no event shall any untrue statement or omission or alleged untrue statement or omission made in any preliminary or final prospectus, the indemnity agreement contained in this SUBSECTION 7 will not apply to the extent that any such Losses result from the fact that a current copy of the prospectus was not sent or given to the person asserting any such Losses at or prior to the written confirmation of the sale of the applicable Registrable Securities to such person if it is determined that it was the responsibility of the Company or any other person or entity (other than such Holder or such Holder's agent) to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses. Each Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities, their officers and directors, and each person who controls such Underwriters within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act to the extent reasonably required by such Underwriters.under this

Indemnification by Holders. Each Holder agrees to indemnify and -------------------------- hold harmless the Company, its directors and officers, and each person, if any, who controls the Company within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act (other than such the Holder), covered by a registration statement filed pursuant to this Agreement from and against any and all Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement any such registration statement or prospectus relating to the Registrable Securities of such Holder or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only except insofar as such Losses arise out of, or are based upon, any such untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by such Holder or on such Holder's behalf, in such Holder's capacity as a Holder and not in his capacity as a director or officer of the Company, if applicable, expressly for use therein; PROVIDEDtherein provided, HOWEVERhowever, that with respect to any untrue statement or --------- ------- omission or alleged untrue statement or omission made in any preliminary or final prospectus, the indemnity agreement contained in this SUBSECTION 7 will subsection shall not apply to the extent that any such Losses losses result from the fact that a current copy of the prospectus was not sent or given to the person asserting any such Losses at or prior to the written confirmation of the sale of the applicable Registrable Securities Common Stock concerned to such person if it is determined that it was the responsibility of the Company or any other person or entity (other than such Holder or such the Holder's agent) to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses. Each Holder also agrees to indemnify and hold harmless any Underwriters underwriters of the Registrable Securities, their officers and directors, and each person who controls such Underwriters underwriters within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act to on substantially the extent reasonably required by such Underwriterssame basis as the indemnification of the Company provided in this subsection 7(b).

Indemnification by Holders. Each In connection with any Registration Statement in which a Holder is participating, such Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with such Registration Statement or Prospectus and agrees to indemnify (i) indemnify, to the fullest extent permitted by law, severally and hold harmless not jointly, the Company, its directors and officers, officers and each person, if any, Person who controls the Company (within the meaning of either section Section 15 of the Securities Act or section and Section 20 of the Exchange Act (other than such HolderAct), from and against any and all Losses arising out of or based upon on any untrue statement or alleged untrue statement of a material fact contained in a any Registration Statement or prospectus relating to the under which such Registrable Securities of such Holder were registered or any amendment thereto, in any preliminary or final Prospectus or any amendment or supplement thereto thereto, or any documents incorporated by reference therein, in any Issuer Free Writing Prospectus, or in any preliminary prospectus, Marketing Materials or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a preliminary or final Prospectus, any Issuer Free Writing Prospectus or any Marketing Materials, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only insofar as such Losses arise out ofto the extent, or are based upon, any that such untrue statement or omission is made in such Registration Statement, preliminary or allegation thereof based final Prospectus or amendment or supplement thereto, or documents incorporated by reference therein, Issuer Free Writing Prospectus or Marketing Materials in reliance upon and in conformity with written information furnished in writing to the Company by such Holder or on such Holder's behalf, in such Holder's capacity as a Holder and not in his capacity as a director or officer of the Company, if applicable, expressly for use inclusion therein; PROVIDEDprovided, HOWEVERhowever, that with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary or final prospectus, the indemnity agreement contained in this SUBSECTION 7 will obligations of such Holder hereunder shall not apply to the extent that amounts paid in settlement of any such Losses result from claims, losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the fact consent of such Holder (which consent shall not be unreasonably withheld); and provided, further, that a current copy the liability of the prospectus was not sent or given each selling Holder hereunder shall be limited to the person asserting any net proceeds received by such Losses at or prior to the written confirmation of selling Holder from the sale of the applicable Registrable Securities to covered by such person if it is determined that it was the responsibility of Registration Statement; and (ii) reimburse the Company and its directors and officers who sign such Registration Statement for any legal or any other person or entity (other than such Holder or such Holder's agent) to provide such person with a current copy of expenses reasonably incurred by the prospectus Company and such current copy of the prospectus would have cured the defect giving rise to directors and officers in connection with investigating or defending any such Losses. Each Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities, their officers and directors, and each person who controls action or claim as such Underwriters within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act to the extent reasonably required by such Underwritersexpenses are incurred.

Indemnification by Holders. Each Holder agrees to shall, severally and not jointly, indemnify and hold harmless the Company, its directors and directors, officers, agents and employees, each person, if any, person or entity who controls the Company (within the meaning of either section Section 15 of the Securities Act or section and Section 20 of the Exchange Act (other than Act), and the directors, officers, agents or employees of such Holder)controlling persons or entities, to the fullest extent permitted by applicable law, from and against any and all Losses Losses, as incurred, arising solely out of or based upon solely upon: (x) such Holder's failure to comply with the prospectus delivery requirements of the Securities Act to the extent that delivery of such Prospectus would have avoided such Loss or (y) any untrue statement or alleged untrue statement of a material fact contained in a any Registration Statement Statement, any Prospectus, or prospectus relating to the Registrable Securities any form of such Holder prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising solely out of or based solely 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 not misleadingmisleading to the extent, but only insofar as to the extent, that such Losses arise out of, untrue statements or omissions are based upon, any such untrue statement or omission or allegation thereof based solely upon information regarding such Holder furnished in writing to the Company by such Holder or on such Holder's behalf, in such Holder's capacity as a Holder and not in his capacity as a director or officer of the Company, if applicable, expressly for use therein; PROVIDED, HOWEVER, that with respect . In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Holder upon the sale of the Registrable Securities giving rise to any untrue statement or omission or alleged untrue statement or omission made in any preliminary or final prospectus, the such indemnification obligation. The indemnity agreement contained in this SUBSECTION 7 will Section 6(b) and the agreement with respect to contribution contained in Section 6(d) shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the extent that any such Losses result from the fact that a current copy of the prospectus was not sent or given to the person asserting any such Losses at or prior to the written confirmation of the sale consent of the applicable Registrable Securities to such person if it is determined that it was the responsibility of the Company Holder, which consent shall not be unreasonably withheld or any other person or entity (other than such Holder or such Holder's agent) to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses. Each Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities, their officers and directors, and each person who controls such Underwriters within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act to the extent reasonably required by such Underwritersdelayed.

Indemnification by Holders. Each To the fullest extent permitted by applicable law, each Holder agrees will, 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 has been effected pursuant to this Agreement, indemnify and hold harmless harmless, severally and not jointly with any other Holders of Registrable Securities, the Company, each of its directors current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, each personunderwriter, if anyany of the Company’s securities covered by such a registration, who controls each Person controlling the Company or such underwriter within the meaning of either section Section 15 of the Securities Act or section 20 of (collectively, the Exchange Act (other than such Holder“Holder Indemnified Parties”), from and against any and all Losses (or actions in respect thereof) to the extent arising out of or based upon on any untrue statement (or alleged untrue statement statement) of a material fact contained in a Registration Statement any registration statement, prospectus, preliminary prospectus, offering circular, Issuer Free Writing Prospectus or prospectus relating other document, in each case related to the Registrable Securities of such Holder registration statement, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising out of or based upon on any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading, 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 insofar as such Losses arise out ofto the extent, or are based upon, any that such untrue statement (or alleged untrue statement) or omission (or allegation thereof based alleged omission) is made in such registration statement, prospectus, offering circular, Issuer Free Writing Prospectus or other document in reliance upon and in conformity with written information regarding such Holder furnished in writing to the Company by such Holder; provided, however, that in no event shall any indemnity under this Section 3.2 payable by any Holder or on exceed an amount equal to the gross proceeds (net of any underwriting commissions and discounts, but before deducting other expenses) received by such Holder's behalf, Holder in such Holder's capacity as a Holder and not in his capacity as a director or officer respect of the Company, if applicable, expressly for use therein; PROVIDED, HOWEVER, that with respect Registrable Securities sold pursuant to any untrue statement or omission or alleged untrue statement or omission made in any preliminary or final prospectus, the registration statement. The indemnity agreement contained in this SUBSECTION 7 will 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 extent that any such Losses result from the fact that a current copy of the prospectus was not sent or given to the person asserting any such Losses at or prior to the written confirmation of the sale consent of the applicable Registrable Securities to such person if it is determined that it was the responsibility of the Company Holder (which consent shall not be unreasonably withheld or any other person or entity (other than such Holder or such Holder's agent) to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses. Each Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities, their officers and directors, and each person who controls such Underwriters within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act to the extent reasonably required by such Underwritersdelayed).

Indemnification by Holders. Each Holder agrees Participating Holder, for the sale of Registrable Securities included in any registration statement filed pursuant to section 2.1 or 2.2, will indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this section 2.6) the Company, its directors and officerseach director of the Company, each officer of the Company who signs the registration statement and each personother Person, if any, who controls the Company within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act (other than such Holder)Act, from and against with respect to any and all Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained in a Registration Statement therein, or prospectus relating to the Registrable Securities of such Holder or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising out of any application, if such statement or based upon any alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information prepared and furnished to the Company by such Participating Holder specifically for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, or such application, which information contained any untrue statement of any material fact or omitted to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading. Such indemnity shall remain in full force and effect, but only insofar as such Losses arise out of, regardless of any investigation made by or are based upon, on behalf of the Company or any such untrue statement director, officer or omission or allegation thereof based upon information furnished in writing to controlling Person and shall survive the Company transfer of such securities by such Holder or on such Participating Holder's behalf, in such Holder's capacity as a Holder and not in his capacity as a director or officer of the Company, if applicable, expressly for use therein; PROVIDED, HOWEVER, that with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary or final prospectus, the . The indemnity agreement contained in this SUBSECTION 7 will section 2.6(b) shall not apply to the extent that amounts paid in settlement of any such Losses result from loss, claim, damage, liability or action if such settlement is effected without the fact that a current copy consent of the prospectus was such Participating Holder (which consent shall not sent be unreasonably withheld). The indemnity provided by each Participating Holder under this section 2.6(b) shall be provided severally and not jointly with any other seller or given prospective seller of securities and shall be limited in amount to the person asserting any such Losses at or prior to the written confirmation net amount of proceeds received by each Participating Holder from the sale of the applicable Registrable Securities pursuant to such person if it is determined that it was the responsibility of the Company or any other person or entity (other than such Holder or such Holder's agent) to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses. Each Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities, their officers and directors, and each person who controls such Underwriters within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act to the extent reasonably required by such Underwritersregistration statement.

Indemnification by Holders. Each Holder agrees to In the event of a Registration Statement, each Holder, severally and not jointly, shall indemnify and hold harmless each Guarantor and the CompanyIssuer, its directors and officerstheir respective Affiliates, and each person, if any, person who controls any such Guarantor or the Company Issuer, as the case may be, or any such Affiliates within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act and their respective officers, directors, employees, representatives and agents (other than such Holdercollectively referred to for purposes of this Section 6(b) and Section 6(d) as the "INDEMNIFIED ISSUERS"), from and against any and all Losses arising loss, claim, damage or liability, joint or several, or any action in respect thereof, to which the Indemnified Issuers may become subject, whether commenced or threatened, under the Securities Act, the Exchange Act, any other federal or state statutory law or regulation, at common law or otherwise, insofar as such loss, claim, damage, liability or action arises out of of, or is based upon upon, (i) any untrue statement or alleged untrue statement of a material fact contained in a any such Registration Statement or any prospectus relating to the Registrable Securities of such Holder forming part thereof or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon any (ii) 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 therein, in the light of the circumstances under which they were made, not misleading, but in each case only insofar as such Losses arise out of, or are based upon, any such to the extent that the untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by such Holder or on such Holder's behalf, in such Holder's capacity as a Holder and not in his capacity as a director or officer of the Company, if applicable, expressly for use therein; PROVIDED, HOWEVER, that with respect to any alleged untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with any preliminary information included in any Registration Statement in reliance upon or final prospectus, the indemnity agreement contained in this SUBSECTION 7 will not apply conformity with written information furnished to the extent that Issuer or LIN TV by or on behalf of any Holder specifically for use therein, and shall reimburse the Indemnified Issuers for any legal or other expenses reasonably incurred by the Indemnified Issuers in connection with investigating or defending or preparing to defend against or appearing as a third party witness in connection with any such Losses result from the fact loss, claim, damage, liability or action as such expenses are incurred; provided, however, that a current copy no such Holder shall be liable for any indemnity claims hereunder in excess of the prospectus was not sent or given to the person asserting any amount of net proceeds received by such Losses at or prior to the written confirmation of Holder from the sale of the applicable Registrable Securities pursuant to such person if it is determined that it was the responsibility of the Company or any other person or entity (other than such Holder or such Holder's agent) to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses. Each Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities, their officers and directors, and each person who controls such Underwriters within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act to the extent reasonably required by such UnderwritersRegistration Statement.

Indemnification by Holders. Each Holder agrees to Holder, severally and not jointly, shall indemnify and hold harmless the Company, its officers and employees, each of its directors and officers, and each person, if any, who controls the Company within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act (other than such Holder)Act, from and against any and all Losses arising loss, claim, damage or liability, joint or several, or any action in respect thereof, to which the Company or any such director, officer, employee or controlling person may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of of, or is based upon upon, (i) any untrue statement or alleged untrue statement of a material fact contained in a any Registration Statement Statement, Prospectus or preliminary prospectus, or in any amendment or supplement thereto, or (ii) the omission or alleged omission to state in any Registration Statement, Prospectus, preliminary prospectus relating to the Registrable Securities of such Holder or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case only insofar as such Losses arise out of, or are based upon, any such to the extent that the untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by such Holder or on such Holder's behalf, in such Holder's capacity as a Holder and not in his capacity as a director or officer of the Company, if applicable, expressly for use therein; PROVIDED, HOWEVER, that with respect to any alleged untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with the written information furnished to the Company by or on behalf of that Holder specifically for inclusion therein, and shall reimburse the Company and any preliminary such director, officer, employee or final prospectuscontrolling person for any legal or other expenses reasonably incurred by the Company or any such director, the officer, employee or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred. The foregoing indemnity agreement contained shall be in this SUBSECTION 7 will not apply addition to any liability which any Holder may otherwise have to the extent that Company or any such Losses result from director, officer, employee or controlling person. The Holders will also indemnify underwriters, their officers and directors and each Person who controls such Persons (within the fact that a current copy meaning of the prospectus was not sent or given Securities Act) (i) to the person asserting any such Losses at or prior same extent as provided above with respect to the written confirmation indemnification of the Company and (ii) is customarily required of selling stockholders by such underwriters. In no event shall the liability of a Holder hereunder or in the underwriting agreement be greater in amount than the dollar amount of the proceeds received by such Holder upon the sale of the applicable Registrable Securities to such person if it is determined that it was the responsibility of the Company or any other person or entity (other than such Holder or such Holder's agent) to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Lossesindemnification obligation. Each Holder also agrees The Company shall be entitled to indemnify and hold harmless any Underwriters of the Registrable Securities, their officers and directors, and each person who controls such Underwriters within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act receive indemnities from underwriters to the same extent reasonably required as provided above with respect to information so furnished in writing by such UnderwritersPersons.

Indemnification by Holders. Each Holder agrees agrees, severally and not jointly, to indemnify and hold harmless harmless, the Company, its directors the Company’s Affiliates, and their respective officers, directors, employees, partners and agents, and each personPerson, if any, who controls the Company within the meaning of either section Section 15 of the Securities Act or section Section 20 of the Exchange Act (other than such Holdereach, a “Company Indemnified Person”), from and against against, and to reimburse each Company Indemnified Person with respect to, any and all Losses Damages, based upon, arising out of or based upon resulting from, (i) any untrue statement or alleged untrue statement of a material fact contained in a any Registration Statement Statement, Prospectus, Preliminary Prospectus or prospectus Issuer Free Writing Prospectus, relating to the offer and sale of Registrable Securities of such Holder Securities, or in any amendment thereof or supplement thereto or in any preliminary prospectusthereto, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary necessary, in light of the circumstances under which they were made, to make the statements therein not misleading, in each case to the extent, but only insofar as such Losses arise out ofto the extent, or are based upon, that any such untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by such Holder or on such Holder's behalf, in such Holder's capacity as a Holder and not in his capacity as a director or officer of the Company, if applicable, expressly for use therein; PROVIDED, HOWEVER, that with respect to any untrue statement or omission or alleged untrue statement or alleged omission was made in such Registration Statement, Prospectus, Preliminary Prospectus or Free Writing Prospectus, or any preliminary amendment thereof or final prospectussupplement thereto, in strict conformity with information relating to any Holder furnished to the Company in writing by such Holder or Holder Indemnified Person expressly for use therein and (ii) any violation or alleged violation by such Holder of the Securities Act, the indemnity agreement contained Exchange Act, any federal or state securities law or any rule or regulation promulgated under the Securities, the Exchange Act or any federal or state securities law in this SUBSECTION 7 connection with any Registration Statement, Prospectus, Preliminary Prospectus or Issuer Free Writing Prospectus, relating to the Registrable Securities, or any amendment thereof or supplement thereto; provided, however, the liability of each Holder will be in proportion to, and such liability will be limited to, the gross amount received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement; provided, further, that a Holder shall not apply be liable in any case to the extent that any such Losses result from the fact that a current copy of the prospectus was not sent or given to the person asserting any such Losses at or prior to the written confirmation filing of the sale of the applicable Registrable Securities to any such person if it is determined that it was the responsibility of the Company Registration Statement, Prospectus, Preliminary Prospectus or Free Writing Prospectus, or any other person amendment thereof or entity (other than supplement thereto, such Holder or such Holder's agent) has furnished in writing to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses. Each Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable SecuritiesCompany, their officers and directorsinformation expressly for use in, and each person who controls such Underwriters within the meaning a reasonable period of either section 15 of the Securities Act or section 20 of the Exchange Act time prior to the extent reasonably required by effectiveness of, such Underwriters.Registration Statement, Prospectus, Preliminary Prospectus or Free Writing Prospectus, or any amendment thereof or supplement thereto which corrected or made not misleading information previously provided to the Company. 18

Indemnification by Holders. Each Holder -------------------------- severally (and not jointly) hereby agrees to indemnify and indemnify, save, hold harmless the Companyand defend Buyer, its directors affiliates and subsidiaries, and their respective partners, officers, directors, shareholders, agents and representatives, and each person, if any, who controls the Company within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act (other than such Holder)them, from and against any and all Losses costs, losses, liabilities, damages, lawsuits, deficiencies, claims and expenses reasonably and actually incurred (whether or not arising out of third-party claims), including, without limitation, interest, penalties, additions, reasonable travel expenses, reasonable attorneys' fees and all amounts paid in connection with the defense or based upon settlement of any untrue statement or alleged untrue statement of a material fact contained the foregoing (herein, the "Damages"), in a Registration Statement or prospectus relating to the Registrable Securities of such Holder or in any amendment or supplement thereto or in any preliminary prospectus, connection with or arising out of or based upon resulting from any omission one or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only insofar as such Losses arise out of, or are based upon, any such untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by such Holder or on such Holder's behalf, in such Holder's capacity as a Holder and not in his capacity as a director or officer more of the Company, if applicable, expressly for use therein; PROVIDED, HOWEVER, that with respect to following: (a) any untrue statement or omission or alleged untrue statement or omission made inaccuracy in any preliminary representation or final prospectuswarranty made by TCM and its Subsidiaries, herein or in any Exhibit, Schedule, tax return or other document provided pursuant to or in connection with this Agreement; (b) the indemnity breach of any covenant or agreement or any misrepresentation made by TCM and its Subsidiaries contained in this SUBSECTION 7 will not apply to Agreement, including the extent that Schedules and Exhibits hereto, or any such Losses result from the fact that a current copy other agreement, instrument or document executed by TCM or its Subsidiaries pursuant hereto or in connection herewith; (c) any failure of the prospectus was not sent Holders to duly perform or given observe any term, provision, covenant or agreement herein on the part of such parties to the person asserting be performed or observed; (d) any such Losses at liability, breach, default, claim, accident, injury or damage of any kind occurring prior to the written confirmation Closing Date; and (e) the release of Hazardous Substances at, on or from any facility used prior to Closing by either TCM or any of its Subsidiaries to process, recycle, reclaim, refine, transport, store, dispose of or otherwise handle Hazardous Substances generated by TCM and its Subsidiaries; provided, however, that no Holder shall be liable for any amount of Damages in excess of the sale of the applicable Registrable Securities to such person if amount received by it is determined that it was the responsibility of the Company or any other person or entity (other than such Holder or such Holder's agent) to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses. Each Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities, their officers and directors, and each person who controls such Underwriters within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act to the extent reasonably required by such Underwritershereunder.

Indemnification by Holders. Each Holder agrees to To the extent permitted by law, -------------------------- each participating holder of Registrable Securities will indemnify and hold harmless the Company, each of its directors and officersdirectors, and each of its officers who has signed the registration statement, each person, if any, who controls the Company within the meaning of either section 15 Section l5 of the Securities Act or section 20 Act, and each agent and any underwriter for the Company (within the meaning of the Exchange Act Act) against all claims, losses, damages and liabilities (other than such Holder), from and against any and all Losses or actions in respect thereof) arising out of or based upon on any untrue statement (or alleged untrue statement of statement) or a material fact contained in a Registration Statement or prospectus any registration statement relating to the Registrable Securities of such Holder (or in any amendment related registration statement, notification or supplement thereto the like) or in any preliminary prospectus, or arising out of or based upon any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only insofar as and will reimburse the Company and each such Losses arise out ofdirector, officer or are based upon, controlling person for any legal or any other expenses reasonably incurred in connection with investigating or defending any such untrue statement claim, loss, damage, liability or omission or allegation thereof based upon information furnished in writing to action and will enter into an indemnification agreement with the Company by and each such Holder person containing customary provisions, including provisions for contribution, as the Company or on each such Holder's behalfperson shall reasonably request; provided, in such Holder's capacity as a Holder and not in his capacity as a director or officer of the Company, if applicable, expressly for use therein; PROVIDED, HOWEVERhowever, that with respect to any untrue statement or omission or alleged untrue statement or omission made no holder of Registrable Securities will be liable in any preliminary or final prospectus, the indemnity agreement contained in this SUBSECTION 7 will not apply such case except to the extent that any such Losses result from the fact that a current copy claim, loss, damage or liability arises out of the prospectus was not sent or given is based on any untrue statement or omission based upon written information furnished to the person asserting Company by such holder and stated to be specifically for use therein; and provided, further, that no holder of Registrable Securities will be liable under this section for any losses, costs, damages or expenses exceeding in aggregate the proceeds to such 'holder in such offering; and, provided further, however, that the indemnity contained in this Section 5.8 shall not apply to amounts paid in settlement of any such Losses at loss, claim, damage, liability, or prior to action (if such settlement is effected without the written confirmation consent of the sale of the applicable Registrable Securities to such person if it is determined that it was the responsibility of the Company or any other person or entity (other than such Holder or such Holder's agent) to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses. Each Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Securitiesholder, their officers and directors, and each person who controls such Underwriters within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act to the extent reasonably required by such Underwriterswhich consent will not be unreasonably withheld).

Indemnification by Holders. Each In the event any Registrable Securities are included in a registration statement under Section 1.1 or Section 1.2, each Holder agrees will, and hereby does, agree to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 2.1) each underwriter, each person who controls such underwriter within the meaning of the Securities Act, the Company, its directors and officerseach director of the Company, each officer of the Company and each other person, if any, who controls the Company within the meaning of either section 15 the Securities Act, and each other such Holder, against any Losses to which such persons may become subject with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, to the extent such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company by such Holder expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided, that such Holder shall not be liable to any person who participates as an underwriter in the offering or sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act Act, in any such case to the extent that any such loss, claim, damage, liability (or section 20 action or proceeding in respect thereof) or expense arises out of such person’s failure to send or give a copy of the Exchange Act (other than such Holder)final prospectus, from and against any and all Losses arising out of as the same may be then supplemented or based upon any amended, to the person asserting an untrue statement or alleged untrue statement of a material fact contained in a Registration Statement or prospectus relating to the Registrable Securities of such Holder or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only insofar as such Losses arise out of, or are based upon, any such untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by such Holder or on such Holder's behalf, in such Holder's capacity as a Holder and not in his capacity as a director or officer of the Company, if applicable, expressly for use therein; PROVIDED, HOWEVER, that with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary or final prospectus, the indemnity agreement contained in this SUBSECTION 7 will not apply to the extent that any such Losses result from the fact that a current copy of the prospectus was not sent or given to the person asserting any such Losses at or prior to the written confirmation of the sale of the applicable Registrable Securities to such person if it is determined that it such statement or omission was the responsibility corrected in such final prospectus. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer or controlling person and any other person or entity (other than Holder, and shall survive the transfer of such securities by such Holder or such Holder's agent) to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses. Each Holder also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities, their officers and directors, and each person who controls such Underwriters within the meaning of either section 15 of the Securities Act or section 20 of the Exchange Act to the extent reasonably required by such Underwritersunder this Section 2.2.

Indemnification by Holders. Each Holder agrees to indemnify and hold harmless the Company, its directors and officers, and each person, if any, who controls the Company within the meaning of either section Section 15 of the Securities Act or section Section 20 of the Exchange Act (other than such the Holder), covered by a registration statement filed pursuant to this Agreement from and against any and all Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement any such registration statement or prospectus relating to the Registrable Securities of such Holder or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only insofar as such Losses arise out of, or are based upon, any such untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by such Holder or on such Holder's behalf, in such Holder's capacity as a Holder and not in his capacity as a director or officer of the Company, if applicable, expressly for use therein; PROVIDEDprovided, HOWEVERhowever, that with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary or final prospectus, the indemnity agreement contained in this SUBSECTION 7 will subsection shall not apply to the extent that any such Losses result from the fact that a current copy of the prospectus was not sent or given to the person asserting any such Losses at or prior to the written confirmation of the sale of the applicable Registrable Securities Common Stock concerned to such person if it is determined that it was the responsibility of the Company or any other person or entity (other than such Holder or such the Holder's agent) to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses. Each Holder also agrees to indemnify and hold harmless any Underwriters underwriters of the Registrable Securities, their officers and directors, and each person who controls such Underwriters underwriters within the meaning of either section Section 15 of the Securities Act or section Section 20 of the Exchange Act on substantially the same basis as the indemnification of the Company provided in this subsection 6(b); provided further, however, that the obligation of such Holder to indemnify pursuant to this subsection 6(b) shall be several, not joint and several, among such Holders selling Registrable Securities, and the extent reasonably required liability of each such Holder will be in proportion to, and provided further that such liability will be limited to, the net amount received by such UnderwritersHolder from the sale of its Registrable Securities pursuant to such registration.